We keep
our customers
moving smarter.
Annual Report and Accounts
2024
Strategic
report
Corporate
governance
Financial
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ZIGUP plc
Annual Report and Accounts 2024
Introducing ZIGUP
ZIGUP is the new corporate name and brand for
the leading FTSE250 integrated mobility provider,
previously called Redde Northgate plc.
The name change took effect in May 2024,
following a shareholder vote.
It reflects the changes that have taken place since
2020 in the business and in the markets in which
we operate.
Read about our new brand
Page 18
The Board has adopted a refreshed corporate
purpose – “to keep our customers moving, smarter”
which embodies our ambition for the next phase of
our strategic journey.
We continually innovate to provide new products,
greater simplicity and efficiency benefits across
an increasing range of mobility solutions.
We’re Moving Smarter.
Avril Palmer-Baunack
Chairman
A new
name and
a refreshed
purpose.
Find out more
on our website
by scanning
the QR code
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ZIGUP plc
Annual Report and Accounts 2024
01
65
20
37
18
Chief Executive’s review
A strategic refresh to position us for future growth.
Financial performance
Measuring the success of our strategy execution.
A brand new us
A new Group identity underpinned by a revised
purpose.
24
How we create value
From harnessing structural trends, to generating
value creation and the impact we have as a Group
on our stakeholders.
Sustainable mobility
Doing business in a responsible manner, aware
of the impact we have on the world we live in.
What’s inside
Strategic report
02 Highlights of the year
Overview
05
About us
12 Chairman’s statement
Moving smarter
16
Evolving our strategy
18 A brand new us
20 Chief Executive’s review
How we create value
25
How we create value overview
26 Structural trends
28 Our business model
30 Stakeholder value and impact
32 Our people and culture
Financial performance
38
Key performance indicators
40 Financial review
51 GAAP reconciliation
Risk management
54
Identifying and managing risk
58 Principal risks and uncertainties
64 Viability statement
Sustainable mobility
66
Sustainability overview
69 TCFD and SECR report
80 Non-financial and sustainability
information statement
Section 172 statement
82
Section 172 statement
Corporate governance
87 Chairman’s introduction to governance
90 Governance at a glance
91 Board activities
92 Governance structure and responsibilities
94 Board of Directors
96 Corporate governance
100 Report of the Nominations Committee
103 Report of the Audit Committee
108 Remuneration at a glance
110 Introduction to Remuneration report
112 Directors’ Remuneration report
123 Report of the Directors
127 Statement of Directors’ responsibilities in
respect of the financial statements
128
Independent auditors’ report to the members
of ZIGUP plc
Financial statements
137 Consolidated income statement
138 Consolidated statement of comprehensive
income
139
Consolidated balance sheet
141 Consolidated cash flow statement
142 Notes to the consolidated cash flow statement
143 Consolidated statement of changes in equity
144 Notes to the consolidated financial statements
190 Company balance sheet
191 Company statement of changes in equity
192 Notes to the Company financial statements
Shareholder and other information
203 Glossary
206 Shareholder information
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ZIGUP plc
Annual Report and Accounts 2024
Financial highlights
Underlying profit before tax
£180.7m
+8.9%
Total revenue
£1,833.1m
+23.0%
Non-GAAP statement
Throughout this report, we refer to underlying results and
measures. The underlying measures allow management
and other stakeholders to better compare the performance
of the Group between the current and prior year without
the effects of one-off or non-operational items.
Underlying measures exclude intangible amortisation
from acquisitions, certain adjustments to depreciation
and certain one-off items such as those arising from
restructuring activities and the tax impact thereon.
Specifically, we refer to disposal profit(s).
This is a non-GAAP measure used to describe the
adjustment in depreciation charge made in the year for
vehicles sold at an amount different to their net book value
at the date of sale (net of attributable selling costs).
A reconciliation of GAAP (reported) to non-GAAP
(underlying) measures is included on pages 51 to 52.
A further explanation of alternative performance measures
and a glossary of terms used in this report can be found on
pages 203 to 205.
Underlying EPS
61.4p
+10.4%
ROCE
14.5%
+0.4ppt
Capturing structural
trends
Leveraging trends of outsourcing
mobility needs and changing
consumer expectations,
together with adopting technology
delivering resource efficiency
andenergy transition.
See our structural trends
Pages 26 and 27
Delivering with purpose
A customer-centred focus on delivering
mobility, smarter, supported by responsive
delivery and transparent performance.
See our business model
Pages 28 and 29
Operational highlights
Fleet size (’000)
128.2
-1.9%
Utilisation
91%
-1ppt
Highlights of the year
Growing responsibly
Taking into account the impact on
our people, the communities in which
we work and the world in which we
all live.
See our sustainability overview
Pages 66 to 68
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ZIGUP plc
Annual Report and Accounts 2024
Strategic
report.
Overview
05 About us
12 Chairman’s statement
Moving smarter
16
Evolving our strategy
18 A brand new us
20 Chief Executive’s review
How we create value
25
How we create value overview
26 Structural trends
28 Our business model
30 Stakeholder value and impact
32 Our people and culture
Financial performance
38
Key performance indicators
40 Financial review
51 GAAP reconciliation
Risk management
54
Identifying and managing risk
58 Principal risks and uncertainties
64 Viability statement
Sustainable mobility
66
Sustainability overview
69 TCFD and SECR report
80 Non-financial and sustainability
information statement
Section 172 statement
82
Section 172 statement
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ZIGUP plc
Annual Report and Accounts 2024
Overview.
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ZIGUP plc
Annual Report and Accounts 2024
Our vision
See more online
www.ZIGUP.com/about-us/
Strategy
Our strategy centres on leveraging the benefits of
ownership of a range of complementary businesses,
which together deliver integrated mobility solutions
across the vehicle lifecycle.
See our strategy
Pages 16 to 17
Remuneration
We reward our colleagues and business leaders
against a range of relevant financial metrics, and where
appropriate also against a number of personal and
strategic objectives.
Read our Remuneration report
Pages 110 to 122
Stakeholders
We look to create sustainable value, investing in the
business for the benefit of our diverse stakeholder
groups and our social environment.
Read more on our stakeholders
Pages 30 to 31
A refreshed purpose
We keep customers
moving, smarter.
We are focused on placing the customer at the centre of
our business, offering a broad range of services that can
be flexed and tailored to the needs of each customer.
See our customers
Page 7
About us
Delivering for all our stakeholders.
Our culture
Supported by a
strong Group culture
and identity.
Our corporate values promote an inclusive and
supportive culture of teamwork, integrity and support.
See more on supporting our people
Page 32
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ZIGUP plc
Annual Report and Accounts 2024
We have grown both organically and through acquisition to become a market leading provider of a diverse range of related
services which customers increasingly choose to take as an integrated mobility solution.
Vehicle
provision
Fleet support
and services
Claims support
and accident
management
Replacement
vehicle
Bodyshop
repair
Vehicle
disposal
Vehicle rental, service
and maintenance across the
UK, Spain and Ireland to a
range of blue-chips, public
sector and corporate fleets.
Management of the
performance, compliance and
maintenance of commercial
fleets such as service
scheduling, telematics, driver
liaison, training and downtime
management.
End-to-end handling of
any accident claim on
a UK customer fleet or
policyholder’s behalf from
initial incident reporting
to repair and insurer
management.
Replacement vehicle
provision following an
accident, either through
credit hire arrangements or
direct hire for insurer’s own
policyholders.
Vehicle damage repairs,
for cars and LCVs including
structural, aluminium and
bodyrepairs.
Extensive range of used vans
and cars offered to businesses
and private individuals through
retail sites in UK, Spain and
Ireland and online auction
platforms, with comprehensive
aftersales support.
Very broad fleet options
including small to large panel
vans, customised vans,
e-LCVs and specialist vehicles
including refrigerated, traffic
management and support.
Additional fleet support
services, EV fleet consulting,
plus EV charging and solar
installation for businesses and
consumers.
Legal support services
for vehicles, drivers and
passengers involved in a
motor incident such as
personal injury claims or
uninsured loss recovery.
Like-for-like replacement
vehicles in event of a non-fault
accident, or where customer
has subscribed to upgraded
courtesy car policy.
Vehicle damage repairs for
cars and LCVs, including
plastic welding, structural
and aluminium body repairs,
together with mobile repair,
glass repair and replacement
services.
Principal disposal route for
the Group’s fleet, also used by
other fleet operators for fleet
disposals.
About us continued
What we do.
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ZIGUP plc
Annual Report and Accounts 2024
About us continued
We keep our customers mobile through meeting their regular
mobility needs or by servicing and supporting them when
unforeseen events occur.
Our customers.
We are trusted by customers across many sectors and industries, building long term, growing
relationships through being trusted for customer excellence and efficiency.
We partner with a broad range of leading motor insurers, fleet operators and leasing companies, as
well as a diverse customer base from government agencies and blue-chip companies to SMEs.
Corporates from
blue-chip to SMEs
Renting vehicles to corporate customers from the
largest of blue-chips through to SMEs.
A broad cross section of industries from
support services to infrastructure, construction
and logistics.
Fleet management services to corporate fleets
ranging from below 25 vehicles to over 1,000.
Incident management to corporate and
dealership fleets.
Public
Sector
An accredited public sector provider through a
number of framework agreements.
Providing rental vehicles to many government
agencies, NGOs and local councils.
Specialist ‘blue light’ recovery services to
12 emergency services in the UK.
Support to National Highways on major incident
management.
Insurance
and leasing
Working with many of the UK’s leading
insurers and insurance brokers.
Supporting fleets of many of the largest contract
hire and leasing companies in the UK.
Extensive product range from incident
management to claims and repair handling.
Providing complete management of an accident
and claim across both credit and direct hire
and repair.
Consumers
Principally a B2B provider, also offering certain
vehicle solutions direct to consumers, as
well as engaging with individual drivers and
policyholders.
Supporting accident claims handling for
individual referrals from our insurance partners.
In Spain, renting vehicles and providing
workshop services to retail customers.
Installation and support for EV charging
infrastructure across the UK to retail customers.
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Annual Report and Accounts 2024
About us continued
Fleet risk
management
Fuel
Cards
Micro-mobility Solar and
battery storage
Fault/Non-fault
repair
Damage
assessment
Repair
solutions
TP Claims
management
Credit
repair
First notification
of loss (FNOL)
RTA
recovery
Statutory
recovery
Data &
telematics
Vehicle provision
Refrigerated vehicles
Accident management Service & maintenance Fleet incident management
Legal servicesReplacement vehiclesSpecialist vehicle recovery Vehicle repair
Specialist traffic management
Vehicle sales
LCV Fleet management
EV infrastructure
We often have multiple touch points
with a customer through the lifecycle
of their vehicle, managed through our
integrated mobility platform.
Supporting our customers.
See more online
www.ZIGUP.com/about-us/
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ZIGUP plc
Annual Report and Accounts 2024
About us continued
Our operational scale and reach provides significant benefits and greater responsiveness for our customers.
Ensuring customer proximity.
We provide vehicles from a very broad range of automotive
manufacturers to give our customers the greatest choice,
with a growing number of EV and hybrid models.
UK and Ireland Spain
Group fleet (’000)
UK&I Rental 46.6
Spain Rental 65.1
Claims & Services 16.5
Total 128.2
Diesel
Petrol
EV and hybrid
Vehicle fuel types
Cars
LCVs
Rental locations
120
Rental
locations
92
Rental
locations
28
Repair centres
163
Colleagues
7,900
Total Group sites of 184
includes those where rental
and repair centres are in a
shared location
Repair
centres
117
Colleagues
6,600
Repair
centres
46
Colleagues
1,300
Fleet risk
management
Fuel
Cards
Micro-mobility Solar and
battery storage
Fault/Non-fault
repair
Damage
assessment
Repair
solutions
TP Claims
management
Credit
repair
First notification
of loss (FNOL)
RTA
recovery
Statutory
recovery
Data &
telematics
Vehicle provision
Refrigerated vehicles
Accident management Service & maintenance Fleet incident management
Legal servicesReplacement vehiclesSpecialist vehicle recovery Vehicle repair
Specialist traffic management
Vehicle sales
LCV Fleet management
EV infrastructure
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Annual Report and Accounts 2024
About us continued
Our markets.
Overview
ZIGUP operates across a number of disparate
but connected markets where customers have
a variety of routes to access both passenger
and commercial vehicles, and to accident
and incident management services, including
claims and repair; but very few players can
provide an integrated service for most or all of
the customer needs.
Within our diverse markets, ZIGUP has
developed a market-leading reputation as a
large, integrated specialist operator focused
on the LCV fleet rental segment across the UK,
Ireland and Spain, together with provision of
accident claims, hire and repair services of all
vehicle types to large corporate and insurance
partners in the UK.
ZIGUP’s owned end to end mobility services
offering is a key asset in this context. This
includes a substantial vehicle fleet totalling
nearly 130,000 vehicles, over 1,400 claims
handlers and one of the largest combined
branch network and repair capabilities across
its geographies.
Our platform provides our customers both with
greater flexibility and cost benefits, derived
from the greater efficiencies and national
presence that our platform affords; and our
clients can minimise operational friction,
and benefit from greater responsiveness by
choosing to take multiple services from us.
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Annual Report and Accounts 2024
About us continued
Our market opportunity
Our customer base is growing as the Group
increases its share in the segments it operates
in; from acquisitions and also as a result of
underlying market growth as outsourcing
continues to grow (see page 26).
Clients are attracted to the multiple services they
can access from ZIGUP’s integrated platform,
the simplicity this brings to complex processes,
and our specialist technical expertise.
ZIGUP has relationships with over 40
automotive OEMs and is one of the largest
single purchasers of LCVs in the UK and
Europe, outside of the traditional OEM
dealership networks. This strong supply-side
relationship network means that the business
typically has early access to new vehicle
supply at scale.
While the left-hand drive markets, including
Spain, have recovered much of their new
vehicle supply chain liquidity post-COVID-19,
the right-hand drive market of UK and Ireland
is improving but remains substantially under-
supplied.
This has continued to have consequences for
both the new vehicle market and also for used
vehicle pricing, although these are expected to
gradually normalise in the medium term.
With the implementation of the ZEV mandate
in the UK in early 2024, designed to support
vehicle decarbonisation, there is greater
emphasis from OEMs on selling EVs with a
potential cap on the number of ICE vehicles
they can sell if EV demand is weak. An ability
to acquire both EV and ICE vehicles offers an
attractive solution for manufacturers.
LCV rental
There are many businesses in the UK and
Europe offering such leasing and rental
services, from single-location through to large
multinational operators, where LCV supply
is part of a larger offering of a broad range of
vehicle types.
Fleet customers from UK, Ireland and Spain
have traditionally chosen to own their vehicles
directly, but have increasingly taken out
multi-year long term lease contracts or rented
products for portions of theirfleet.
Rental offers greater flexibility in managing
fleet size with lower capital expenditure
compared to ownership; and as part of the
sharing economy, renting reduces resource
consumption and contributes to sustainable
development.
This is combined with the benefits that ZIGUP
can offer customers in terms of additional fleet
services, efficiencies, and vehicle supply and
choice, including advice on managing the
fleet’s net zero transition.
Our EV charging infrastructure business
operates in a highly fragmented UK
marketplace, and differentiates itself through
being a nationwide provider, with both
commercial and home installation capabilities,
and significant partnerships with key energy
and company car scheme providers.
Accident management and repair
The UK market is highly competitive, with
a broad range of participants ranging from
smaller single garage service centres and
bodyshops, through to large independent
national chains, as well as in-house operations
within large insurance companies. In recent
years, these in-house operations have been
viewed as non-core by insurers and major
fleet providers, increasingly aligned with the
outsourced model used by insurance brokers
and smaller operators.
There has therefore been a growing trend to
outsource such requirements to networks of
independent repair centres or to regional or
nationwide bodyshop group operators, such
as ZIGUP.
We differentiate ourselves from our peers in
the breadth and quality of services we offer
from our platform, however there are large
competitors within the different elements of
accident and claims management and repair.
In Spain, the legal framework does not support
credit hire and repair services, and repair
centres tend to be more local operations.
UK LCV registrations
341,000
2023
References to 2023 represent the 2023 calendar year.
Spain LCV registrations
141,000
2023
UK registered EV and hybrid vehicles
1.8m
2023
Number of UK bodyshops
3,250
2023
Number of UK RTA claims
2.2m
2023 annual average
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ZIGUP plc
Annual Report and Accounts 2024
Chairman’s statement
Overview
Improving vehicle supply conditions across
our markets enabled the refreshing of older
cohorts of our fleets and was complemented
by investment in growing our operational
footprint. We have also invested in our people,
with enhanced training and infrastructure
support to help them deliver the best customer
experience, and through expansion of our
apprentice programme to support the next
generation of technicians.
We have positioned ourselves to capitalise
on future growth opportunities across our
geographies. With technology innovation
ranging from more connected vehicles and
repair processes to greater EV use cases and
micro-mobility solutions, we see outstanding
opportunities to better support our customers
with ever more joined-up solutions.
Refreshed strategic framework
Our businesses operate in markets undergoing
significant structural change, and benefit from
secular trends such as greater outsourcing,
connectivity and a growing focus on
sustainability and low carbon energy transition.
It is an exciting time for the automotive and
mobility sectors.
The new strategic pillars of Enable, Deliver and
Grow reflect the ambition and energy that I and
my Board colleagues see whenever we engage
with leaders across the business.
They provide a framework for the business
to embrace opportunities both externally
and internally, and ensure they are aligned to
our strategic vision as the leading provider
of integrated mobility solutions delivering
customer service excellence.
Capital allocation
We are a business operating in a sector
where leverage is an essential element of the
capital structure and financial firepower brings
substantial purchasing capacity and flexibility.
This can often be a competitive advantage when
responding rapidly to new vehicle supply, or
taking advantage of inorganic opportunities.
Our disciplined and conservative capital
allocation approach to leverage has brought
great benefits and remains an important priority
for the Board. We enjoy strong support from our
lenders who are attracted to our significant asset
base, allied to a prudent leverage target profile
lower than all major industry peers.
Shareholder returns are also important
constituents of our capital allocation framework.
Our strong financial performance meant that
the Board felt it appropriate in July 2023 to
launch our third £30m buyback programme
since 2021. This completed in June 2024 and
has in total acquired some 10% of the Group’s
ordinary share capital. We will keep further share
repurchase opportunities under review.
The Board sees significant opportunities for
the business and remains highly optimistic
for the Group’s ability to deliver continued
underlying growth, for which the Group has a
strong track record.
The business has achieved
meaningful progress this year in
both strategic and continuous
improvement as the leading
provider of integrated mobility
solutions for a broad range of
customers.
Avril Palmer-Baunack
Chairman
Well positioned
for future growth.
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ZIGUP plc
Annual Report and Accounts 2024
CASE STUDY
A brand new us
This annual report showcases our
recent name change and new brand,
which received endorsement from
over 99% of shareholders voting at our
General Meeting on 15 May 2024. These
changes bring a forward-looking and
modern feel to our Group profile.
This rebranding should be seen in the
context of significant progress over the
past four years since we brought vehicle
rental, accident management and repair
businesses together, including the six
acquisitions undertaken since 2020 and
a significant expansion of our product
and service offerings.
The new brand better reflects the
strength and depth of the enlarged
group of businesses which are working
together in a more seamless way to
provide a differentiated proposition to our
customers. This was further enhanced
by a closer alignment of our UK and
Irish and Claims & Services businesses
through a unified reporting structure
introduced in March 2024.
Read more about our new brand
Page 18
We understand the importance of a Group
culture that promotes the best behaviours
and a positive work environment that values
the contribution of all our people. The new
ZIGUP brand will support further progress
on developing a unified Group identity. Its
brand characteristics of being expert, trusted,
agile and imaginative are ones which are
well established in the business and we see
demonstrated by our colleagues every day.
Employee engagement is an important
indicator of a positive and supportive culture
and our overall engagement score in our
employee survey remains strong and growing
at 75%.
Board and governance
We benefit from the diverse skillset and
experience of our Non-Executive Directors,
including depth across automotive, technology
and people. I will continue to explore further
opportunities to enhance the breadth and skills
of the Board.
We ensure we properly understand the
perspectives of our key stakeholders through
both direct Board engagement and the
Group’s investor relations programme.
The strong support from shareholders for
our Remuneration policy at the 2023 AGM
was greatly welcomed and was a reflection of
the importance placed on engagement and
consultation with major shareholders and
other key stakeholders.
The business has recently introduced
an Executive Committee to focus on the
strategic oversight of growth opportunities
and investment decisions. This Committee
will enhance the strategic analysis of the
increasing number of opportunities we see
before us and help shape the next phase
of growth.
Looking forward
The Group has a healthy prospect pipeline
across our businesses and demand for our
services remains robust.
The Board are confident that our proposition
will continue to offer sustainable returns and
that we will benefit from our differentiated
position in the market.
Avril Palmer-Baunack
Chairman
10 July 2024
Reflecting this optimism, the Board has
proposed a final dividend of 17.5p, which
together with the interim dividend of 8.3p,
represents an 7.5% increase over the prior year.
Sustainability
We recognise our significant responsibility
to assist our customers in reducing carbon
emissions in their transportation activities.
Additionally, we play a crucial role in the supply
chain for many leading insurance and leasing
partners. We therefore serve as both a direct
and indirect enabler of the energy transition.
Over the past year, we have made considerable
strides in building out a robust framework and
effective approach to our ESG reporting based
on sound ESG principles and practices and
guided by a double materiality assessment.
This helps us consider the impact we have on
the planet and the communities we operate
in. As a Board, we have approved ESG
commitments and new environmental policies,
helping the operations make consistently
thoughtful and responsible decisions.
Our people
The Board recognises the value and magnitude
of the dedication and efforts of all of our
colleagues across the UK, Ireland and Spain in
achieving the progress that the business has
made over the past year. This comes through
clearly when we visit operations across the
Group.
Chairman’s statement continued
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ZIGUP plc
Annual Report and Accounts 2024
Moving
smarter.
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ZIGUP plc
Annual Report and Accounts 2024
Strategic
refresh
While the core strategy remains the
same, the new strategic pillars reflect
the ambition and energy of the Group
and its forward looking approach to
the next phase of growth.
This provides a refreshed framework for
the business to embrace opportunities
and projects both externally and
internally. It will ensure all our actions
are aligned to our strategic vision as the
leading provider of integrated mobility
solutions delivering customer
service excellence.
See our strategy
Page 16
Brand
launch
The new brand was launched in May
2024. It better reflects the strength
and depth of the enlarged group of
businesses which are working together
in a more seamless way to provide
a differentiated proposition to
our customers.
This launch comes alongside a
refreshed corporate purpose “to keep
our customers moving, smarter” which
embodies our ambition for the next
phase of our strategic journey.
See our new brand
Page 18
Organisational
realignment
In March 2024 we undertook a UK
and Ireland focused management
reorganisation, bringing everything under
a simplified reporting structure. This will
help us to deliver an increasingly unified
service to customers, and enhance our
cross-selling opportunities.
We also introduced a group-wide
Executive Committee to focus on the
strategic oversight of growth opportunities
and investment decisions.
See our governance structure
Page 90
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ZIGUP plc
Annual Report and Accounts 2024
Strategic
refresh.
Organisational re-alignment
The management reorganisation brought
the UK&I Rental and Claims & Services
businesses together into a more streamlined
reporting structure. This reflected the work
undertaken since 2020 to integrate our branch
networks nationwide, where now the majority
of our branches have both Northgate and
Auxillis teams onsite and increasingly working
as one team, together with better alignment of
the businesses acquired since 2020.
By bringing these businesses together, it is
enabling us to simplify our customer offer, so
we make it easy for our customers to access
products and services right across our Group.
We also introduced an Executive Committee
to focus on the strategic oversight of growth
opportunities and investment decisions.
Comprising of the leaders of the UK&I, Claims
& Services and Spain businesses, alongside
Strategy and HR, this Committee will help
us make informed strategic decisions as we
pursue growth and investment opportunities
across our geographies, products and into
new areas.
Strategic framework
ZIGUP’s corporate strategy has been focused
on delivering differentiated mobility solutions
across the vehicle lifecycle, through an
integrated platform. Since 2020, we have
delivered significant cost savings, operational
efficiencies, new large contract wins and
embraced new opportunities through six
acquisitions that have delivered meaningful
value and enhanced capabilities.
We believe now is the time to step into the
next stage of growth. We are helping our
customers “move smarter” and this includes
increasingly present more of our products and
services as packaged services, moving the
thinking away from simple verticals such as
van hire and accident management.
Our new strategic framework recognises
our progress in automotive technologies
and mobility solutions, our core focus on
delivering a differentiated customer experience
and the growing opportunities we see as
an integrated business. It also reflects our
commitment to investment in infrastructure
and training to ensure that our colleagues
develop the technical skills and expertise
that best support our customer proposition,
now and in the future.
Alongside a growing focus on sustainability
throughout automotive and mobility supply
chains, this framework will help us to deliver
greater value to customers and grow our
business capabilities, responsibly.
Evolving our strategy
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Evolving our strategy continued
Pillar one:
Enable.
Joined up, sustainable
mobility solutions.
Develop products, services and operational
capabilities which embrace technologies to enable
increasingly connected smart mobility within our
customer proposition.
Pillar two:
Deliver.
A differentiated and responsible
customer experience.
A broad range of leading, complementary services,
trusted to provide customer service excellence which
exceeds expectations, and delivering industry-leading
responsiveness and operationalefficiency.
Pillar three:
Grow.
Broadening customers and markets,
and an expanded product offering.
Exploring opportunities to responsibly grow the
business breadth, size and capabilities, including
into both complementary and new products
and geographies.
Through this:
We ensure our people and facilities are equipped with
the right tools and skillsets to work in an increasingly
complex and connected mobility environment.
We develop imaginative mobility products which use the
power of digital and connected technologies to provide
greater efficiencies and insights for customers.
Investment in our infrastructure to ensure we are well
placed to benefit from advances in technology and the
automotive energy transition.
Ensuring we:
Have customer service excellence at the heart of our
integrated product and services offering.
Maintain a reputation for expert and reliable delivery of
support to ensure customer mobility.
Seek continuous improvement across our network
of modern and increasingly energy efficient branch
operations and vehicle fleets.
Achieved through:
Expanding relationships with our existing customers,
built on trust, partnership and shared benefits of scale
and benefits of the integrated mobility platform.
Extending our customer base and our operational
footprint across our current regions through
differentiated products and services.
Being agile in exploring opportunities in complementary
and new products and geographies.
Our strategic pillars
See how our strategy supports our ESG framework
Page 66
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Introducing ZIGUP.
The new corporate brand
was introduced at our
leadership conference and
subsequently supported by
over 99% of shareholder
votes at a General Meeting.
A brand
new us.
We wanted a single, memorable word which
supported our revised corporate purpose of
moving smarter. We also wanted this to work
brilliantly in different languages and across
different geographies. A brand that gives a sense
of modernity, positivity and that works digitally,
reflecting our agility and forward thinking.
This is supported by a symbol which is part of
our new visual identity and will be used both
internally and externally to connect people
back to brand.
A brand new us
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A brand new us continued
Our brand characteristics.
We are agile.
We have a huge breadth of talented
colleagues; experts in their field who work
across teams through connected businesses
to help us deliver on our promises. We use
our knowledge to understand, anticipate and
deliver solutions that adapt to the changing
needs of our customers.
We are experts.
Always thinking ahead, staying curious and
looking for new ways to make our customers’
lives easier, now and in the future. Constantly
thinking of new ways to add value. We build
partnerships with our customers and work with
them to understand their needs, answering
tomorrow’s questions, today.
We are imaginative.
As experts in mobility, we understand that
we too need to stay flexible. Adapting to the
changing landscape to be able to provide
an evolving suite of products, services and
solutions that align to our customers’ present
and future needs.
We are reliable.
As a business enabler for our customers, we
take great responsibility for being reliable,
consistent, and helpful in everything we do.
We work together so customer get to see the
best of us, always.
We recognise the value attached to our well-known operating brands to stakeholders and so will
continue to operate through them. We instead have created a visible connection back to our new
ZIGUP name, so that there is a connection to the values and attributes of the ZIGUP Group.
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Group overview
The importance of customer experience remains at
the heart of the Group’s commercial proposition and
has been a key driver of the Group’s performance in
recent years. Our strategic and operational actions
this year have focused on continuing to enhance our
delivery of a differentiated and market leading suite
of end-to-end mobility services for our customers.
This commitment to the client proposition has driven
strong growth in underlying profit before tax of 8.9%.
Continued volume growth in our Claims & Services
business and in rental revenue in both UK&I and
Spain together reflect the ongoing strong demand
across our geographies and the attractiveness of
our integrated mobility platform. This is underpinned
by the structural trends of growth in outsourcing,
and increasing connectedness within the mobility
environment and also in vehicles themselves. This
connectedness enhances the benefits for customers
taking multiple services from us, reducing operational
friction, and the potential for greater cost efficiencies
from further growth of the platform.
We have also introduced greater process automation
and are developing further digital tools to expand
the customer proposition and streamline our
organisational structure, delivering simplified
customer relationships and focused account
management priorities.
Vehicle supply dynamics improved throughout
FY2024, enabling greater fleet replacement.
This is where our strong balance sheet gives us
a competitive advantage and flexibility in quickly
responding to fleet opportunities.
The shortfall in industry supply continues to impact
parts availability and supports long-term residual
values.
Alongside fleet, we have made significant
investments into our locations, people and
processes which are designed to grow capacity,
build efficiencies and improve the customer journey.
We are very mindful of the importance of long-term
customer retention through providing high quality
value-added services. We have sought to mitigate
cost inflation through procurement activity and
changes to processes within branches; these have
been supported by careful pricing increases.
Our new strategic framework and brand refresh was
launched in May 2024 including the new corporate
name, ZIGUP plc. It reflects our growth aspirations
and forward-looking purpose, focused on keeping
our customers mobile, smarter.
Vehicle supply
A continued rebound in automotive production has
supported greater vehicle supply availability and
improved future visibility. As a result, average UK
lead times from order to delivery reduced from over
150 days in early 2023 to below 50 days by the end
of the financial year, closer to historic levels. While
list prices have continued to rise, the frequency and
scale of increases has reduced, along with greater
manufacturer incentives to support high volume
purchases. Spain has seen a similar trend and a
return to 2019-lead times for most vehicles.
In both markets, residual values have softened
as expected over the course of the year, but there
remains a shortfall of vehicles in the used market in
the short term. We expect residual markets to remain
strong due to this shortfall in used supply combined
with higher pricing of new vehicles and also
potentially more limited volumes of traditional LCVs
as manufacturers move away from ICE production.
The Group has delivered
stand-out operational
performances across many areas
with significant volume growth
in our accident management
business and rental revenue
growth in both UK&I and Spain
reflecting continued strong
demand across our geographies.
Martin Ward
Chief Executive Officer
Making strategic progress.
Chief Executive’s review
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Chief Executive’s review continued
Within UK&I Rental we have been focused on
improving workshop and branch productivity and
connectivity, with customer-focused digital apps and
providing more data insights and emissions data to
fleet customers to support their fleet management
and reporting requirements. In Spain Rental we are
preparing for the launch of an enhanced e-auction
platform for fleet disposals to improve the experience
for prospective used vehicle purchasers, and we
have migrated our telematics offering to a next-gen
provider to maximise the use of data intelligence.
Investment within our Claims & Services business
has included further deployment of robotics within
claims process management, connected analytics
within the bodyshops, along with tooling such as
plastic bumper welding to reduce the cost to repair
and level of waste.
Deliver: A differentiated and
responsible customer experience
Deliver is centred around being trusted by our
customers to provide expert advice and service that
exceeds expectations, delivering industry-leading
responsiveness and operational efficiencies.
Throughout all businesses we have been reinforcing
our ‘customer first’ culture with enhanced training and
tools to support the customer experience. Against
the backdrop of constrained vehicle availability,
the rental businesses have worked tirelessly and
customers have understood the challenges facing
the sector. Our strong feedback routes have reflected
the significant efforts made to keep our customers
mobile, with Auxillis NPS at over 65% and ‘Excellent’
UK&I rental Trustpilot scores significantly above
industry levels.
Further enhancements include simplifying access to
the full range of products and ancillary services and
streamlining and digitalising processes and customer
channels, such as a direct hire booking app.
Model availability also improved in the second
half of the year with an increase in the supply of
smaller vans into the UK which are in high demand,
increasing to a quarter of new vehicle supply. With the
implementation of the ZEV mandate in the UK in early
2024 designed to support vehicle decarbonisation,
there is greater emphasis from OEMs on selling EVs.
As a result, these are becoming more commonly
bundled with petrol and diesel (ICE) vehicles
for volume sales. This has created attractive
opportunities for purchasers of our scale and we
expect to benefit from access to greater bundled
volumes and support on internal combustion engine
vehicles from OEMs impacted by limitations from the
ZEV mandate.
Strategic progress
Since 2020, our corporate strategy has been focused
on delivering the benefits of our end-to-end range
of products and services, which together offer
differentiated mobility solutions across the vehicle
lifecycle, through an integrated platform and which
has achieved substantial underlying revenue growth
over this period.
In early 2024 we put in place a simplified reporting
structure and established an Executive Committee in
order to better assess and capitalise on the breadth
of opportunities before us. Alongside the rebranding
exercise we also introduced a refreshed strategic
framework under three new pillars, with progress
under these described below:
Enable: Joined up, sustainable smarter
mobility solutions
This encompasses developing sustainable products,
services and operational capabilities that embrace
technologies which enable increasingly connected
mobility within our customer proposition.
CASE STUDY
New branch locations
We have recently opened nine new locations across the business, from
Inverness to Cadiz and added over 230,000 sq ft of branch-based capacity
including service locations, bodyshops and new rental branch operations.
The strategic aim is to create a mix of larger sites that can generate more
capacity for our growing services, combined with a work environment that is
appealing and provides the right experience for our customers.
Our expanding property network and investment in modern equipment
including taking a growing number of EV repairs, also delivers workflow
efficiencies, enabling us to be more productive.
For further details on our website
www.ZIGUP.com/case-study/newbranches
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This was enhanced both by the launch of a corporate-
focused car rental solution and the introduction of
a broad range of micro-mobility rental solutions
offering light electric vehicles suitable for urban
and pedestrian-focused areas such as waste
management and parks, where a number of our
customers have contracts. Our pipeline across the
business remains very strong.
Supporting sustainability
For customers, our Drive to Zero programme
supports fleet owners in identifying the right strategy
and first steps in utilising EVs, or improving their
fleet management and driver behaviour to reduce
emissions. Over the year, we held 10 open days and
driving courses with over 300 customers attending
with the opportunity to test out new vehicles.
In the UK&I, e-LCVs on hire more than doubled in the
year to c.1,000 units with a number of fleets renting
EVs at scale; the largest now has over 100 EVs and
continues to grow with more orders after the year
end. In Spain, the business won EU grants to support
the purchase of 500 additional EVs and 3,000
telematics units. The business is also preparing a
fleet software tool to allow managers to continually
assess the potential to migrate vehicles on their fleet
to EVs. Our ChargedEV business added solar and
battery solutions to its product portfolio, and we have
developed a range of key partnerships with energy
providers to offer bundled solutions for domestic and
commercial customers.
Chief Executive’s review continued
We believe these actions will help grow our share
of wallet from existing customers as we provide a
broader range of services through a single touchpoint
and with a more holistic view of a customer’s total
needs. This has already been seen at Blakedale
where the top three customers each grew their fleets
over 30% with us and we broadened the range of
vehicles provided. Spain has invested in a new CRM
system to better monitor and respond to customer
requirements, and expanded to two-shift workshop
patterns to increase capacity.
Grow: Broadening customers and markets,
and an expanded product offering
We are continually exploring opportunities to
responsibly grow the business’s breadth, size and
capabilities, including into both complementary and
new products and geographies.
During the year we opened nine new facilities across
the UK and Spain, expanding the footprint and
increasing capacity in a number of key locations.
We will add further locations in the coming year
and continue to explore inorganic opportunities to
grow the business, focused on achieving long term
earnings growth and sustainable shareholder value.
Claims & Services added further specialist segments
to its customer base and continued to expand the
number of customers taking more than one service
from us on multi-year contracts. Our product offering
was further expanded through the acquisition
of FridgeXpress at the start of the year adding
refrigerated solutions to the UK rental proposition.
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Chief Executive’s review continued
Within our business, we have also made clear
progress in meeting our sustainability ambitions.
Over 90% of our company cars will be EV or hybrid
vehicles by the end of the current year, we diverted
99% of our waste from landfill, switched to a more
sustainable paint supply and introduced a new
waste and resource efficiency policy to promote
the greater use of circular economy principles.
EV charging is now installed in 75% of our UK
sites and in most of our Spanish urban sites, and
over a third of all employees have undertaken EV
awareness learning modules.
The Sustainability Committee completed its first full
year of meetings, setting out our future ambitions
through a suite of measurable ESG commitments
and targets and putting performance dashboards
across the Group in place, driving action towards
more energy-efficient operations and behaviours.
Spain piloted a carbon reduction analytical tool
to support the costing of carbon reduction
expenditure and we have refined our approach to
Scope 3 emission measurement, utilising Green
NCAPs Life Cycle Assessment methodology to
determine embodied vehicle emissions more
accurately, one of our three largest categories.
Finally, we have also developed a Group Policy
Framework and updated key ESG policies to
support a more unified approach to governance.
Our people
Our people are critical to our continued growth, and
we invest in their training and career journeys as we
know these are key elements in maximising retention
in a challenging labour market. One third of roles
filled in the year were sourced internally, with the
majority achieved through promotion. Our key
people-engagement metric rose again, up 1ppt to
75% on a strong 83% engagement.
Notably, there was a 13ppt increase to 75% in those
stating they understood the Group’s success criteria
and their role in it, and over 80% felt the Group was
well positioned for growth. The number of industry
awards won across the business is testament to the
talent and commitment of our people.
Our apprentice schemes are a key route for us to
develop new technical talent, and there are now over
400 apprentices and trainers working in the Group.
Over the past year, the retention rate for apprentices
exceeded 90%, reflecting the importance we placed
on providing clarity and support for a career with
ZIGUP from the start. Over 2,000 days of technical
training were undertaken across the Group,
as we ensured all of our workshop and bodyshop
teams were properly equipped to manage what
is an increasingly technical and connected
automotive environment.
Strong financial capacity and sustainable
shareholder returns
We adopt a conservative and long-term value-
oriented approach to capital allocation, which is
appropriate for the industry in which we operate
and where leverage is a natural part of the business
model. We have a strong balance sheet which
provides the business with the ability to be both
long-term in our organic investment approach and
highly responsive to the increasing range of fleet
acquisition opportunities as well as agile in our
approach to M&A opportunities.
Notable awards
won in the year
EBITDA of £446m for the year delivered substantial
cashflow to support business growth, progressive
dividends and share buybacks. Our balance sheet
and business model is attractive to lenders, with a
diverse customer base and an asset-backed profile
supported by £1.3bn of vehicle fleet compared to net
debt of £742m. Leverage remained well within our
1-2x target range, finishing the year at 1.5x, in line
with the prior year while also enabling substantial
investment in the fleet and returns to shareholders.
Given our continued confidence in the outlook for
the business, subject to shareholder approval,
the Board has proposed a final dividend of 17.5p
per share (2023: 16.5p) to be paid on 27 September
2024 to shareholders on the register as at close
of business on 30 August 2024, bringing the total
dividend to 25.8p (2023: 24.0p), a 7.5% increase
on the prior year.
The Board continues to view share buybacks
as a useful element within our capital allocation
framework alongside a progressive dividend and
will keep further share repurchase activities under
review. The third £30m tranche of our buyback
programme was completed in June 2024 and in total
across all three programmes has acquired 25.3m
shares since 2022, equating to 10% of ordinary
share capital as a risk-free enhancement
of shareholder returns.
Martin Ward
Chief Executive Officer
10 July 2024
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How we
create value.
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How we create value overview
Structural trends
from changing consumer expectations
and technology to resource efficiency
and energy transition.
Our business model
How we generate revenues,
our key resources and core
competencies.
Stakeholder impact
The contribution we make to
stakeholders including customers,
employees, investors and communities.
Refreshed strategic framework, strong value proposition.
We seek to take advantage of the structural trends prevalent in our markets,
delivering sustainable value and positive impact for all our stakeholders.
See our markets
Page 10
Markets
We operate in markets undergoing
significant transformation, both
through changing business models
and customer expectations
for smarter and increasingly
sustainable mobility.
Across vehicle provision and claims
and incident management segments,
we have a strong reputation for
trusted and expert advice and
customer service.
Strategy
Our new strategic pillars of Enable,
Deliver, Grow seek to best position us
to harness key structural trends and
maximise business opportunities in
our marketplaces.
By embracing new technologies and
smarter integrated mobility, we will
deliver the best customer experience,
growing our product offering and
customer base.
Value proposition
We offer a broad range of mobility
solutions throughout the vehicle
lifecycle on an integrated platform,
provided through a nationwide
presence in the UK, Ireland and Spain.
In our markets, this differentiated
proposition is highly valued by a broad
range of customers and strategic
partners. Our scale delivers significant
advantages, including greater
responsiveness and the ability to
support the largest of customer fleets
and policy holder groups.
Page 26 Page 28 Page 30
See our strategy
Page 16
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Shifting consumption
and behaviour
Changing customer
service expectations
Transformative technology
and increased outsourcing
Employment
and skills gap
How consumers view and then purchase goods
and services has transformed over the past
20 years with the substantial growth in online
shopping, and rapid delivery services.
This has prompted growing awareness and
concern about the environmental impact of
consumption and logistics, with campaigns
to “shop local” and for zero carbon deliveries.
E-commerce companies are increasingly seeking
to decarbonise their transportation and logistics,
especially in urban areas.
Customers are developing much higher service
expectations across their interactions with
businesses in all sectors, expecting connected
customer journeys with consistent and seamless
interactions across organisations, departments
and sales channels.
Customers also look for better personalisation
of services and data as technology advances,
expecting companies to understand and adapt to
their changing needs and preferences.
Advances in technology applications are driving
significant organisational change. Opportunities
from digitalised processes increase the ability for
efficiencies, better understanding of data and can
offer competitive differentiation.
Recent uncertain economic conditions have
further expanded demand for outsourcing
solutions, with businesses seeking out external
expertise for non-core areas. The trend is also
shifting towards building strategic partnerships
with fewer outsourcing companies.
Changes in business models and rapid
technology advances have led to a rise in skills
gaps in areas needed to create the digital,
electrified and sustainable mobility of the future.
This can be seen in areas such as vehicle
repair and is shaping organisational training
programmes. This reflects the greater necessity
for vocational training to manage increasingly
complex vehicles combined with the transition
to electrification.
Relevant core competencies
Relevant core competencies
Relevant core competencies
Relevant core competencies
See our competencies
Page 29
Competencies key
Integrated mobility platform
Systematic claims and repair
Future automotive skills development
Vehicle lifecycle management and execution
Supporting energy transition
Nationwide customer service
Structural trends
impacting our markets.
Structural trends
Consumer experience Technology and skills
Structural
trends
Our
business
model
Stakeholder
impact
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Structural trends continued
Natural resource management
and circularity
Sustainable
mobility
Lower carbon
vehicles
Climate change infrastructure
transition
The global economy is consuming a diminishing
supply of non-renewable natural resources.
This is driving an increasing focus on efficient
resource management and pursuing circular
economy principles, including shared ownership,
outsourcing and repurposing.
There are many high-value materials in vehicles
which are already captured and recycled, but this
is being extended across the supply chain, with
an increasing focus on minimising landfill and
reuse or repair of non-degradable elements such
as plastics.
Mobility remains a fundamental societal need but
unconstrained growth in mobility is increasingly
unsustainable if it translates into an increase in
traffic and in carbon emissions. Around 60% of
the world’s population lives in cities and urban
areas where 70% of greenhouse gas emissions
are generated.
The densification of living and traffic congestion
are a growing issue for cities to tackle, dealing
with challenges like air pollution. Delivering
cleaner, safer, more inclusive mobility systems
allied to affordability and accessibility are key to
future sustainable mobility development.
Significant global research and expenditure has
been focused on finding lower carbon alternatives
to ICE vehicles. Technology research has
expanded from focusing principally on EV battery
technology through to other solutions such as
rapid battery replacement and alternative fuels, as
issues of range and payload continue to remain a
significant challenge.
New OEMs are emerging with technology
solutions, putting pressure on the traditional
market leaders and may redefine this market
space, including an erosion of traditional
dealership and servicing business models.
Policymakers are increasingly confronted by real
and perceived trade-offs between energy security,
affordability and sustainability, giving rise to a
slower and more disorderly energy transition,
creating uncertainty in many business sectors,
including automotive.
There is currently insufficient public investment
in charging infrastructure, in both urban and rural
areas. This is compounded by increased charging
costs related to rising energy prices, all of which
has undermined lower carbon total cost-of-
ownership savings.
Relevant core competencies
Relevant core competencies
Relevant core competencies
Relevant core competencies
See our competencies
Page 29
Resource efficiency Energy transition
Structural
trends
Our
business
model
Stakeholder
impact
Competencies key
Integrated mobility platform
Systematic claims and repair
Future automotive skills development
Vehicle lifecycle management and execution
Supporting energy transition
Nationwide customer service
Structural trends
impacting our markets.
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We capitalise on our key strengths.
They are supported by core competencies set out on Page 29
Our business model
Structural
trends
Our
business
model
Stakeholder
impact
Breadth and flexibility
With national networks across the UK, Ireland and Spain, we provide
a significant capability for customers requiring national coverage and
experience to manage the demands of a large fleet or policyholder base.
End-to-end service offering
Our integrated platform enables us to provide a seamless
suite of mobility services to B2B customers across the whole
lifecycle, ensuring that we maximise customer revenues.
Operational scale
Customers benefit from our responsiveness and ability to
provide a seamless suite of services at scale, helping keep
them mobile.
Trusted expertise
Our expertise in EVs and charging infrastructure supports
businesses embarking on their net zero journeys.
We generate revenues by providing vehicles and other mobility services through an integrated and differentiated service across the vehicle lifecycle.
Integrated mobility
platform
Vehicle lifecycle
management and execution
Systematic claims
and repair
Nationwide
customer service
Future automotive
skills development
Supporting
energy transition
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Our business model continued
Our core competencies and resources.
Structural
trends
Our
business
model
Stakeholder
impact
Our scale and longstanding expertise across vehicle rental, incident and claims management and repair provides significant value to our customers.
Integrated mobility
platform
Systematic claims
and repair
Future automotive skills
development
The development and operation of an integrated platform
deliveringaseamlesssuite ofmobility services to B2B partners
and their customers and policyholdersacross the vehicle
lifecycle.Simplifying their procurement and operational processes
and achieving greater cost efficiencies.
Longstanding expertise and development of an industry-leading,
highly structured and fully documented claims and repair processes,
delivering cost and audit transparency for all parties involved in
a claim and repair.
Remaining at the forefront of advancing automotive technology
through industry-leading training and two IMI accredited technical
training centres. A vocational recruitment and training team,
supporting our unparalleled commitment to developing and
mentoring the next generation of vehicle technicians.
20m
Policyholders supported
600
Total repair network
87,000
Training hours in FY2024
900,000
Vehicles under fleet management
197,000
Vehicles repaired in FY2024
400
Apprentices
All statistics are as at 30 April 2024 unless otherwise stated
Vehicle lifecycle
management and execution
Supporting
energy transition
Nationwide
customer service
Deep understanding of the market dynamics and expertise in the
management of purchasing, holding and disposal of large-scale
LCV and car fleets through market cycles in the UK, Ireland and
Spain, achieving lower hire costs for both rental and replacement
vehicle fleets/customers.
Enabling LCV fleet transitions towards low carbon mobilitywith
industry-leading advisory and EV vehicle capabilities through to
turnkey charging installation and management services.
Customer-focused branch and quality assured repair networks
and delivery teams trusted to be the direct point of contact and
primary engagement for customers of our outsourcing partners.
Highly responsive turnaround times, supported by 24/7 customer
service centres.
128,200
Vehicles
5,800
EVs and hybrid vehicles
1,400
Customer service centre employees
31,100
Vehicles purchased in FY2024
9,600
Charging points installed in FY2024
24/7
Customer service team
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Understanding value chain impacts and stakeholder expectations is critical to our long-term success.
Delivering stakeholder value and positive impact.
Customers and consumers are
central to our business; from
sole traders, large multi-national
fleet owners and their drivers or
policyholders of our insurance
partners.
We strive to provide the highest
levels of customer service and a
flexible range of mobility solutions
to keep them mobile and focused
on what is important to them.
We aim to build long lasting
customer relationships and
collect direct feedback, feedback
from partners as well as through
surveys such as TrustPilot which
we review at both branch and
business level.
We seek to build mutually
beneficial relationships with all
our partners and key supply chain
partners, enabling us to focus on
every step in the full supply chain
and to operate efficiently. We have
responsible business and supplier
policies and commit to working in
a transparent and consistent way.
We engage on a regular basis,
including regular meetings
to review performance and
improvement plans, and
collaborate where there are
issues to improve delivery and
customer service.
Key partners and suppliers have
designated account managers;
dialogue increasingly includes
reviews of sustainable alternatives
for products and adherence to
our policies.
We look to engage with
governments and regulators to
maintain a constructive dialogue
and ensure we understand an
ever-changing landscape for
mobility.
Policies relating to the EV
transition is a key focus,
together with operational safety
compliance aspects and personal
data handling.
On policy matters we engage
principally through our active
participation with industry bodies
including BVRLA in the UK and
AEDIVE in Spain.
Customers
and consumers
Partners
and suppliers
Government
and regulators
Sustainable mobility solutions
A voice for our customers
and industry
ZIGUP is highly active member of the UK
industry body, BVRLA, with a key voice on
issues around commercial vehicle regulation,
including the 2022 Van Plan and 2024 launch
of the ZEV Van Plan. This has helped shape
government approach to infrastructure and
support for energy transition in particular,
representing views from our customers and
the industry as a whole.
See the case study at:
www.ZIGUP.com/case-study/
regulatorychange
Tailored accident support
Working alongside Direct Line Group and
Motability Operations, providing tailored
accident and response support for people
with disabilities.
See the case study at:
www.ZIGUP.com/case-study/
tailoredsupport
Stakeholder value and impact
Structural
trends
Our
business
model
Stakeholder
impact
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Stakeholder value and impact continued
We are committed to promoting
investor confidence and
understanding, to enable both
equity investors and lenders make
informed decisions.
We seek regular dialogue
with market participants to
communicate our strategy and
business objectives and maintain
regular dialogue with lending
institutions. The CFO maintains
regular dialogue with key lenders
of the Group.
Engagement is supported by the
award-winning corporate website.
Our Executive Directors met with
over 80% of our major active
shareholders in FY2024, and we
hosted an in-depth session on
the Claims & Services division in
January 2024.
With over 7,900 people across
three countries and 184 locations,
our colleagues are central to our
business performance and our
ability to provide customer service.
We are focused on attracting and
retaining talent in competitive
markets and ensuring colleagues
fulfil their potential.
We promote a transparent, two-
way communication approach with
our colleagues, through townhalls,
internal communications and
in-person events such as the
recent leadership conference
and other site visits.
We also engage in formal
communications through an
Employee Engagement Forum
and the Have Your Say survey.
We are continually looking to
develop our team members
with appropriate development
opportunities.
We engage with the local
communities in each major location
we have a presence, including
local schools, business groups and
community organisations.
We aim to positively impact our
communities by encouraging our
employees to volunteer locally,
both individually and as part of
team activities.
We seek out and engage directly
with community group leaders
and enterprises to determine how
we can best support social and
environmental projects.
Activities includes the loan
of vehicles, volunteering and
fundraising activities.
Investors Employees Community
Investing in people and skills
A commitment to talent development
We are dedicated to recruiting and nurturing talent
from diverse communities, investing in a learning and
development program that balances technical and
behavioural training to foster business growth, enhance
customer service and bolster our competitive edge.
See the case study at:
www.ZIGUP.com/case-study/ourtalent
Smart charging infrastructure
Supporting customers through the installation of smart
EV charging infrastructure, user-friendly charging interfaces
and effective usage tracking.
Structural
trends
Our
business
model
Stakeholder
impact
See the case study at:
www.ZIGUP.com/case-study/smartcharging
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Our people and culture
Our continued success
is achieved through
our people’s hard work
and dedication with their
growth in knowledge,
prosperity, health,
and wellbeing being
central to this.
As a large employer of over 7,900 people,
we create significant economic value for
society, investing in the productive capacity
of the economy. We remain at the forefront
of advancing automotive technology
through industry-leading technical training,
development, and apprenticeship schemes.
We are committed to providing a secure
and safe working environment and service
for all our people and customers and giving
back to our communities.
Recruiting and developing talent
We recruit and nurture talent from diverse
communities, offering progression routes that
allow all our people to realise their potential. A
balanced technical and behavioural training
mix can drive business growth, improve our
competitive edge, and reinforce our values.
Developing our people
In the past three years, we have invested
significantly in a group-wide learning and
development programme to empower our
employees to learn, innovate, and provide
exceptional customer service.
We have created specific learning and
development pathways, including a
comprehensive resource library with
over 144 courses to support self-directed
learning. Additionally, we have developed
34 short courses facilitated by our internal
trainers, which have been attended by
approximately 2,220 individuals, marking a
300% increase from the previous year. Thanks
to our enhanced learning and development
resources, we have successfully provided
87,000 hours of training across the Group.
Early careers
We continually invest in developing and promoting an
early careers programme that attracts young people
to our industry and provides them with an inspiring
and rewarding career. We believe that high-quality and
rewarding apprenticeships and trainee experiences will
reduce the number of internal vacancies and secure
a talent pipeline to support our ambitious business
growth plans.
Our commitment to this is reflected in the growing
number of apprentices and trainees we have taken
on in the UK, Ireland, and Spain this year, which has
increased to 403, up 49% from last year. During the last
two years, the average age of our technicians has fallen
from 54 to 46 years of age, reflecting our commitment to
creating a sustainable workforce.
The key to retaining apprentices and trainees is to
create an environment where they can develop and
thrive. To enable this, we designed mentor training in
the UK, which was formally recognised by the Chartered
Management Institute. In FY2024, our total apprentice
attrition was 10%, meaning we retained approximately
90% of apprentices, significantly higher than the
national average.
We sponsor the WorldSkills Competition to promote
a culture of excellence and quality in our apprentices,
drive interest in the automotive sector, and, importantly,
showcase our outstanding female vehicle technicians.
ZIGUP won two industry awards for its apprenticeship
scheme, the North Yorkshire Apprentice Awards: Large
Employer Apprentice of the Year, and the North East
HR&D Awards: Excellence in Apprenticeships award.
+300%
Increase for attendance
on our short courses
90%
of our apprentices retained
+67%
Increase in facilitated learning hours
Management development and
succession planning
We aim to promote from within our own talent
pool, where there’s a high degree of organisation-
specific knowledge in business-critical activities.
We continue to advance our in-house leadership
programme with five development pathways.
These pathways are strongly linked to our
succession planning, which helps us identify
and retain talented individuals.
Building a culture where people get every
opportunity to earn more continues to be our
focus. And whilst we will always encourage fresh
talent to join our business, around a third of our
roles over the past 12 months were filled internally,
many of which were promotions. This year, we’ll
continue to invest in and encourage our people
to step into bigger and broader roles with greater
earning potential.
Our people are central to our offering.
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Our people and culture continued
7,900
6,700
7,400
FY2024 FY2023 FY2022
Our people in numbers
Number of employees
408
100
270
FY2024 FY2023 FY2022
Technical skills and capability
There are increasing skills gaps in the electric
vehicle mobility ecosystem, particularly in
repair and maintenance. The need to remain
at the forefront of advancing automotive
technology has shaped our organisational
training programmes, with vocational training
and instruction programmes becoming
increasingly essential to service and repair
complex vehicles.
Our IMI approved training centres along
with the training team in Spain, have
undertaken and coordinated over 2,000
days of technical training. This has helped
our technicians develop their skills and
knowledge, ensuring we continue providing
our customers the best possible service.
2,900 people completed EV Awareness
e-Learning training. This year, 175 technicians
were trained to level 3 across the UK in
IMI EV and hybrid vehicles, covering 95%
of technicians in the UK rental business.
In FMG RS 151 technicians completed
BS10125 kitemark reaccreditation courses.
In FY2025, we will increase deployment level
4 training across the organisation, enabling
technicians to work on EV and hybrid vehicle
high-voltage systems and components. In
addition, we will continue to advance our
group-wide technical capabilities.
87,000
hours of training provided in FY2024
175
Number of EV-trained
technicians in FY2024
700
Technicians at
30 April 2024
2,900
Employees completed EV
awareness training in FY2024
Number of apprentices
Headcount and apprentices as at 30 April 2024
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Our people and culture continued
Employee engagement and inclusion
Employee engagement
The opinions of our people count so we are always
looking to engage with them to create a more positive
working environment and employment experience.
Over 6,350 colleagues completed our engagement
survey, representing 83% of the workforce. This year,
the overall employee satisfaction rating increased by
1ppt to 75% (for further details see page 88).
One of the most significant improvements in the
survey was our people’s enhanced understanding
of the Group’s success criteria and the role they can
play in contributing to it. This increased by 13ppts to
75%. Additionally, 82% of respondents believe that
the Group is well-positioned for growth over the next
two years.
Diverse and inclusive culture
We believe that by prioritising our values, building a
more diverse and inclusive culture better positions
us to boost employee engagement and productivity,
and have an advantage in attracting and retaining
skilled talent. We have evaluated our recruitment and
development processes.
As a part of this, we reviewed all job advertisements
to avoid exclusionary language, reconfigured
interviews to minimise bias and expanded training
programs to include inclusive leadership and
unconscious bias.
Developing our approach to ED&I
In FY2025 we will build on this by developing targeted
recruitment strategies focused on reaching more
diverse talent pools. This is part of a wider plan to
develop a comprehensive strategy where diversity
is recognised, valued and celebrated, proactively
advancing equality and inclusive practices.
Wellbeing, reward and recognition
We deeply value our employees’ mental, social,
andfinancial wellbeing.
Our commitment is fostering a workplace where
they feel engaged, truly valued, and cared for. We
are actively promoting our Employee Assistance
Programme, which offers 24/7 access to health
services, an online GP, counselling, and
support services.
Financial wellbeing
We have made larger pay increases to colleagues
at lower salary levels (between 3% and 9%) and
a capped 3% rise at mid- to senior-level levels.
This is testament to our commitment to supporting
our employees in investing in our Group. We
continued to make awards under our SAYE
and Free Shares programmes for the second
consecutive year. The SAYE encourages share
ownership at no financial risk and under the Free
Share scheme we awarded £500 worth of shares
to all eligible employees. Both schemes provide a
tangible financial benefit to our colleagues.
We introduced Wagestream, a platform to improve
workers’ financial wellbeing by giving them access
to fair financial services based on flexible pay. This
platform lets people track their earnings in real-time
to understand how much they will get paid, helping
them plan and budget better.
The platform also makes it easy for our people to
put money into a savings pot, earning a 5% monthly
boost to their balance. In the first month of being
rolled out, 28% of UK employees enrolled, with 53%
of our colleagues who enrolled having already set up
a savings pot.
Workforce composition
2024 2023
Group workforce Male Female Total Male Female Total
UK and Ireland 4,309 2,250 6,559 4,055 2,068 6,123
Spain 906 441 1,347 846 411 1,257
Tot al 5,215 2,691 7,906 4,901 2,479 7,3 80
2024 2023
Senior managers Male Female Total Male Female Total
Directors 12 4 16 5 3 8
Senior managers 18 14 32 32 15 47
Information as at 30 April 2024.
Senior managers comprise members of the Executive Committee and the Group Management Boards.
£500
Free shares awarded to all eligible employees
Overall employee
satisfaction
75%
+1ppt compared
to FY2023
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Our people and culture continued
Charity and community
We encourage and support our people to generate
positive social impact in their communities,
through volunteering and working in partnership
with local charities. We are proud to be board
members of Darlington Cares, a local initiative
dedicated to improving the community where we are
headquartered. We delivered over 300 volunteering
hours to help transform Stanhope Park, and we were
honoured for this work with a Contribution to the
Environmentaward.
We participate in the Darlington Employers
Environment Partnership (DEEP), which
champions the Darlington business community in
achieving a just transition to net zero and reducing
environmental impact. We hosted an EV open day at
our Darlington head office in collaboration with DEEP
and Darlington Council, including a visit from the
Mayor of Darlington.
Our business in Spain recently organised two tree-
planting events in Malaga and Coruña. These events
were part of the Northgate Forests initiative, launched
in 2022 to promote environmental sustainability. So
far, we have planted 3,000 trees in various locations,
including Girona, Madrid, Gijón, and Bilbao. These
two most recent planting events have contributed
to the initiative’s success in offsetting a total of 670
tonnes of CO
2
.
3,000
Trees planted through our forests initiative
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Our people and culture continued
Growing our technical talent pool.
There are increasing skills
gaps in the electric vehicle
mobility ecosystem,
particularly in repair and
maintenance. The need
to remain at the forefront
of advancing automotive
technology has shaped
our organisational training
programmes and encouraged
us to significantly invest in
developing and promoting
an early careers programme
that attracts young people to
our industry.
IMI Approved Training Centres
In the UK, there are 2 IMI approved
technical training centres in the UK,
providing accredited training to our
operational teams.
We continue to invest in these facilities,
having installed Advanced Driver
Assistance Systems calibration
equipment to train vehicle repair
technicians and created a dedicated EV
training room.
Investing in the next generation of
vehicle technicians
Our continuing commitment to early
career is reflected in the growing number
of apprentices and trainees we have
taken on in the UK, Ireland, and Spain
this year, which has increased to 403,
up 49% from last year.
Watch our apprentices video
CASE STUDY
2,000
Days of technical training
in FY2024
Core competencies
Systematic claims and repair
Integrated mobility platform
403
Apprentices, up 49%
from last year
Future automotive skills development
Nationwide customer service
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Annual Report and Accounts 2024
37
Financial
performance.
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Our core financial KPIs
Our core financial KPIs measure progress of our strategic priorities in
delivering profitability, revenue and returns.
We use our KPIs to assess and monitor the performance of the Group and to measure progress
against how we execute our strategy.
Remuneration
Our financial metrics form the majority of the elements within Executive Director and leadership team performance compensation: 75% of annual bonus is based on PBT targets and 25% from non-financial objectives, including both operational and
environmental elements whose outcomes are seen within our non-financial KPIs; Long term incentives granted prior to FY2024 are focused equally on PBT and EPS targets with those granted FY2024 onwards weighted 75% on EPS targets and 25% on
TSR. (Read more in the Remuneration report – pages 110 to 122).
Growth
Revenue (excluding vehicle sales)
£1,520.6m
+13.7%
2024 £1,520.6m
2023 £1,336.9m
2022 £1,093.6m
How we calculate it
Underlying revenue includes hire of vehicles and claims
and services revenue but does not include sale of vehicles
at end of rental life.
Why it matters
Underlying revenue measures levels of Group activity across
internal organic growth and acquisitions and excludes the
distorting effect of revenues from vehicle disposals which
can vary depending on timing of fleet replacement.
How we performed
Underlying revenue growth included increased volumes
from annualisation of prior year contract wins and new
business wins in Claims & Services and managed pricing
increases across the rental businesses.
Risks
1, 2, 3, 4, 6, 7, 8
Profit
Underlying profit before tax
£180.7m
+8.9%
2024 £180.7m
2023 £165.9m
2022 £151.3m
How we calculate it
Underlying PBT is stated excluding exceptional items and
other recurring amounts including amortisation on acquired
intangibles and certain adjustments to depreciation.
Why it matters
Underlying PBT is our key measure of profitability and
performance and identifies the success in delivering
business growth, efficiencies and operating margins.
How we performed
Underlying PBT grew due to an increase in disposal profits,
rental profits and Claims & Services profits, partially offset by
higher interest costs.
Risks
1, 2, 3, 7
Returns
Underlying earnings per share
61.4p
+10.4%
2023 55.6p
2022 50.8p
2024 61.4p
How we calculate it
Underlying EPS is calculated as underlying profit after tax,
divided by the weighted average number of ordinary shares
excluding shares held in treasury and employee trusts.
Why it matters
Underlying EPS is a key measure of value creation and
helps the Board consider how to allocate capital including
returns to shareholders.
How we performed
Growth in underlying EPS came through growth in profit
after tax together with the positive impact of the share
buybackprogramme.
Risks
1, 2, 3, 7
Capital allocation
ROCE
14.5%
+0.4ppt
2023 14.1%
2022 13.9%
2024 14.5%
How we calculate it
ROCE is calculated as underlying operating profit divided
by average capital employed.
Why it matters
In a capital intensive business ROCE measures how
efficiently the Group allocates capital; it also provides
a comparable metric across the Group’s divisions.
How we performed
The improvement in ROCE reflected our focus on
maintaining strong cost control and a disciplined capital
allocation approach.
Risks
1, 2, 3, 7
Risk key
1. The world we live in
2.
Our markets and customers
3. Fleet availability
4. Our people
5. Regulatory environment
6. Technology and digitalisation
7. Recovery of contract assets
8. Access to capital
Key performance indicators
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Key performance indicators continued
Non-financial KPIs
Our non-financial KPIs consider both operational performance and how we manage
sustainable growth.
Strategy
Our strategic priorities are centred around operational efficiency, business growth and expansion into new areas and technologies; we have quantifiable metrics against these,
both in terms of financial performance and returns, and non-financial KPIs which underpin different aspects of our strategic progress – these form part of regular Executive and Board review.
1 The customer experience rating is a weighted average scoring of a number of different satisfaction scores such as Trustpilot and Google reviews with a maximum scoring of 5.
Operational
Fleet size
(’000)
128.2
-1.9%
Utilisation
91%
-1ppt
How we calculate it
The growth in our fleet across both rental and accident
management segments, while rental utilisation looks at the
average percentage of the Group’s rental fleets on hire in the
year.
Why it matters
Fleet growth is a key indicator of achieving growth, while
rental utilisation reflects operational and asset efficiency.
How we performed
The fleet size reduced in UK&I and Claims & Services
mainly due to the availability of new vehicles, whilst the fleet
was grown in Spain where this issue is not as pronounced.
Maintaining rental utilisation above 90% is a key operational
target, with 91% close to optimal level.
Risks
1, 2, 3
Customer
Customer
experience rating
1
4.2
-0.2pt
Recommend
our service
89%
+3ppt
How we calculate it
We look at a range of customer feedback channels
including Trustpilot and other surveys to provide an
aggregated picture of how customers find our service
provision.
Why it matters
High levels of customer service are key to ensuring
customer and contract retention, and feedback helps us
to identify areas where we can do better.
How we performed
While the Group customer experience score reduced
marginally, it was pleasing to see an increase in score within
UK&I from 3.9 to 4.7 following the launch of the Customer
First initiative.
Risks
2, 3, 4, 6
People
Employee
engagement
75%
+1ppt
Attrition
24%
-1ppt
How we calculate it
How our people perceive the support, recognition and
reward they receive for their efforts and in turn, the impact
this has on their desire to remain with ZIGUP and build a
rewarding career.
Why it matters
If we engage well with our people and they feel valued, they
are more likely to remain with us, which has wide-ranging
benefits for skills, retention and customer service.
How we performed
Our key people engagement metric has increased
again, up 1 ppt to 75%, and the attrition rate improved
by 1 ppt to 24%, reflecting the positive impact of our efforts
to enhance our employee value proposition.
Risks
4, 5
Environment
Hire fleet emissions
(gCO
2
/km)
263
-1.4%
Intensity
ratio
13
-24%
How we calculate it
The emission intensity of our operations relative to revenue
(excluding vehicle sales) and the average fuel economy of
our total fleet.
Why it matters
Year on year increases in the provision of more fuel-efficient
and low emission vehicles will enhance the environmental
sustainability of our operations and reduce our carbon
footprint.
How we performed
Usage of more efficient vehicles and a reduction in distances
travelled has resulted in a 15% reduction in Scope 1 and
2 emissions. This coupled with growth in revenue which is
not linked to our fleet, reduced carbon intensity by 24%.
Risks
1, 2, 3
Risk key
1. The world we live in
2.
Our markets and customers
3. Fleet availability
4. Our people
5. Regulatory environment
6. Technology and digitalisation
7. Recovery of contract assets
8. Access to capital
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By keeping our customers
moving smarter, our integrated
mobility platform delivers value
to our stakeholders. The Group
continues to demonstrate its
financial strength, with growth
across both vehicle provision
and claims and services,
strongly positioning the Group
to seize future opportunities
as they arise.
Philip Vincent
Chief Financial Officer
Continued underlying growth,
responsibly delivered.
Financial review
Group revenue and EBIT
Year ended 30 April
2024
£m
2023
£m
Change
£m
Change
%
Revenue – Vehicle hire 649.3 610.5 38.8 6.4%
Revenue – Vehicle sales 312.5 152.9 159.6 104.4%
Revenue – Claims and services 871.4 726.3 145.0 20.0%
Tot al revenue 1,833.1 1,489.7 343.4 23.0%
Rental profit 109.7 102.3 7.4 7.2%
Disposal profit 61.9 51.5 10.4 20.2%
Claims and services profit 51.4 44.5 6.9 15.4%
Corporate costs (10.6) (11.6) 1.1 (9.4%)
Underlying operating profit 212.4 186.7 25.7 13.8%
Income from associates 1.3 2.5 (1.2) (48.6%)
Underlying EBIT 213.7 189.2 24.5 13.0%
Underlying EBIT margin
1
14.1% 14.2% (0.1ppt)
Statutory EBIT 195.1 202.0 (6.9) (3.4%)
1 Calculated as underlying EBIT divided by revenue (excluding vehicle sales)
Revenue
Total Group revenue, including vehicle sales, of £1,833.1m was 23.0% higher than prior year while revenue
excluding vehicle sales of £1,520.6m (2023: £1,336.9m), was 13.7% higher than the prior year.
Hire revenues increased 6.4% mainly due to pricing actions to address cost inflation; average rental VOH
was 1.6% lower than the prior year. Spain was able to grow VOH due to wider availability of new vehicles,
whereas the UK reduced the rentable fleet as the oldest vehicles were defleeted with less vehicles being
available to replace them. Claims and services revenue growth of 20.0% reflected increased volumes from
new business wins.
Vehicle sales revenue increased by 104.4% driven by a 102.2% increase in vehicles sold as we defleeted our
oldest cohort of vehicles.
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Financial review continued
EBIT
Statutory EBIT reduced by 3.4%, while underlying
EBIT of £213.7m increased 13.0% compared
to the prior year; reflecting higher disposal
profits and volume growth in Claims & Services.
Statutory EBIT included a credit of £46.5m in the
prior year for adjustments to depreciation rates
which was £nil in the current year, amortisation
on acquired intangible assets of £18.6m (2023:
£20.2m) and other exceptional items of £nil
(2023: £13.5m).
Rental profit increased £7.4m to £109.7m
(2023: £102.3m) with a £4.1m increase in UK&I
and an £3.2m increase in Spain. Claims &
Services saw volume growth particularly in fleet
management services, coupled with efficiencies
in repair services resulting in an £5.7m increase
in underlying EBIT, including income from
associates, to £52.7m (2023: £47.0m).
Total disposal profits for the year of £61.9m were
20.2% higher than the prior year with 36,800
vehicles sold (2023: 18,200) with residual values
softening in the UK as expected, whilst continuing
to be strong in Spain and remaining higher than
pre-COVID-19 levels in both businesses.
Underlying financial highlights
Revenue
£1,520.6m
+13.7%
2023: £1,336.9m
EBIT
£213.7m
+13.0%
2023: £189.2m
Profit before tax
£180.7m
+8.9%
2023: £165.9m
Earnings per share
61.4p
+10.4%
2023: 55.6p
Fleet assets
£1.30bn
+11.8%
2023: £1.16bn
EBITDA
£446.3m
+8.3%
2023: £412.2m
Net debt
£742.2m
+6.9%
2023: £694.4m
ROCE
14.5%
+0.4ppt
2023: 14.1%
Dividend per share
25.8p
+7.5%
2023: 24.0p
All measures noted above represent underlying results.
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Rental fleet totalled 46,600 at the end of April 2024, 8% lower than the prior year as we chose to defleet
vehicles, but with much greater supply visibility developing through the year. Vehicle supply improved in
the second half of the year, allowing for greater fleet replacement activity with over 10,000 new vehicles
purchased and a reduction in closing fleet age (excluding leased fleet) from a peak of 36.7 to 34.0 months at
the end of the year. Our financial capacity has delivered opportunities to acquire vehicles at scale, including
supporting OEMs operating under the new ZEV mandate.
LCV residual values softened but continue to be well above historic levels, reflecting both increased list prices
for new vehicles and continued undersupply. Disposal profits were £34.0m (2023: £37.8m) with increased
volumes of LCV sales offset by lower PPUs including defleeting of Auxillis cars (these have more predictable
depreciation with minimal PPUs) through expanding the lower cost Van Monster online platform.
The business has also invested in its locations, processes and people with a clear focus on delivering an
improved customer experience and maximising vehicle and workshop availability. Trustpilot scores have
improved significantly to 4.7, well above industry averages of 3.3 in the van rental category. Two new locations
were opened alongside a refocus of Van Monster branch operations.
A car rental initiative targeting a new customer channel was launched in the year. The business also launched
a micro-mobility solution and widened ancillary services offered in Ireland. ChargedEV added solar and
battery installation solutions and saw a 50% increase in domestic and a 150% increase in commercial
installations, helped by new key energy sector and facilities management partnerships.
Rental business
Vehicle hire revenue in UK&I was £384.4m (2023: £367.7m), an increase of 4.6%. A 13.3% increase in
average revenue per vehicle reflected fleet mix, rate increases, and was partially offset by a 7.7% reduction in
average VOH.
Average VOH of 45,100 was 3,800 lower than the prior year reflecting the continued shortage in supply of
new LCVs.
UK&I’s minimum term proposition accounted for 42% of average VOH (2023: 37%). The average term of
these contracts is approximately three years, providing both improved visibility of future rental revenue and
earnings, as well as lower transactional costs.
Rental margin was 15.5% compared to 15.1% in the prior year. Margin reflects the change in business mix and
was maintained through operating efficiencies and by increasing hire rates to offset cost inflation.
Financial review continued
UK&I Rental
Year ended 30 April Change
2024
£m
2023
£m
Revenue – Vehicle hire
2
384.4 3 67.7 4.6%
Revenue – Vehicle sales 226.9 104.9 116.2%
Total revenue 611.4 472.6 29.4%
Rental profit 59.8 55.6 7.4%
Rental margin % 15.5% 15.1% 0.4ppt
Disposal profit 34.0 37.8 (9.9%)
Underlying EBIT 93.8 93.4 0.4%
EBIT margin %
3
24.4% 25.4% (1.0ppt)
ROCE % 15.1% 16.3% (1.2ppt)
Year ended 30 April
Change
%
2024
(’000)
2023
(’000)
Average VOH 45.1 48.9 (7.7%)
Closing VOH 43.8 46.5 (5.8%)
Average utilisation % 91% 93% (2ppt)
2 Including intersegment revenue of £9.2m (2023: £9.9m)
3 Calculated as underlying EBIT divided by revenue (excluding vehicle sales)
Highlights
Rental revenue rose 4.6% compared to the prior year, including strong growth in specialist vehicle operations
and ancillary revenues. Together with carefully managed pricing actions this more than offset headwinds
from limited LCV supply. With demand remaining robust across all customer sectors, the business worked
to maximise availability to deliver on customer requirements, including growing customer interest in e-LCVs
where vehicles on rent more than doubled.
The acquisition of FridgeXpress added refrigerated vehicle solutions to the overall customer proposition,
which is increasingly offered to rental customers through more unified relationship management. Ancillary
revenues grew 15% with continued take-up of telematics and Blakedale grew its specialist fleet by over 35%
to 600 vehicles. These combined efforts coupled with a strong focus on cost discipline contributed to rental
margins rising 0.4ppt across the year.
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Financial review continued
Management of fleet and vehicle sales
The closing UK&I rental fleet was 46,600 compared to 50,800 at 30 April 2023. During the year, 10,900
vehicles were purchased (2023: 4,800) and 15,900 vehicles were defleeted (2023: 8,600). The leased fleet
increased by 500 vehicles.
The average age of the fleet (excluding leased vehicles) was 34.0 months at the end of the year which was a
1.7 month decrease from 30 April 2023 as we have begun to recycle the older cohorts of the fleet upon supply
availability improving in early 2024.
A total of 22,200 vehicles were sold in UK&I during the year which was 118% higher than the prior year
(2023: 10,200) including 7,000 cars and other non-fleet vehicles (2023: 300) including those which had been
defleeted from the Claims & Services fleet and sold via Van Monster.
Disposal profits of £34.0m (2023: £37.8m) decreased 9.9% compared to prior year with an expected
reduction in residual values being partially offset by increases in sales volumes.
Spain Rental
Year ended 30 April Change
2024
£m
2023
£m
Revenue – Vehicle hire 274.0 252.7 8.4%
Revenue – Vehicle sales 84.5 47.3 78.8%
Total revenue 358.5 300.0 19.5%
Rental profit 50.0 46.7 6.9%
Rental margin % 18.2% 18.5% (0.3ppt)
Disposal profit 27.8 13.7 102.7%
Underlying EBIT 77.8 60.4 28.7%
EBIT margin %
4
28.4% 23.9% 4.5ppt
ROCE % 14.2% 12.9% 1.3ppt
Year ended 30 April
Change
%
2024
(’000)
2023
(’000)
Average VOH 55.7 53.6 4.1%
Closing VOH 57. 6 54.7 5.2%
Average utilisation % 91% 92% (1ppt)
4 Calculated as underlying EBIT divided by revenue (excluding vehicle sales)
Highlights
Continued positive market conditions helped Spain Rental achieve rental revenue growth of 8.4% with total
revenues up 19.5%. Our differentiated rental proposition, focused on the customer experience, encouraged
strong demand for the flexible rental solution in what is a higher interest rate environment for customers.
Revenue growth was supported by much improved access to vehicle supply and rate increases achieved for
both flex and minimum term offerings which helped to mitigate cost inflation.
Recent new business lines have continued to develop, with rental fleet supplied through our B2C digital
offering up over 110% and revenues from third party servicing in our workshops rising over 50%. The
telematics service was consolidated through a partnership with a market leading provider, with 11,400
vehicles (+46%) equipped by the end of the year.
Rental margin of 18.2% remained close to the prior year record of 18.5%. This followed the normal seasonal
profile where a higher volume of repair costs are typically booked within the second half. Margins were
supported by a clear focus on mitigating cost inflation through hire rates, whilst optimising utilisation levels
and strong cost discipline, including a greater saving from using green recycled parts in repairs.
The vehicle supply market was relatively stable throughout the year, allowing 17,600 fleet purchases from a
broad range of OEMs. Closing VOH was up over 5% and the average age of the fleet fell to 30.1 months in
April 2024, down 2.8 months from the peak in November 2022. The increase in disposal profits to £27.8m
(2023: £13.7m) was principally due to vehicle sales volumes of 14,500, 84% higher than in the prior year,
together with continuing strength in residual values. This was reflected in disposal PPUs rising 10% to £1,900.
Investment in new locations saw the León branch open in the first half, followed by a new branch in Barcelona
and the relocation and expansion of the Cadiz branch. This capacity growth was also supported by a
recruitment drive for workshop technicians in a tight labour market.
EV and hybrid vehicles within the fleet increased 65% over the year, as part of a range of low carbon initiatives.
This included a partnership with Iberdrola to provide an end-to-end vehicle and green energy infrastructure
offering. The business also won grants (EU funds programme) to support buying EVs and installing telematics
in fleet vehicles to help optimise fuel efficiency.
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Claims & Services
Year ended 30 April Change
2024
£m
2023
£m
Revenue – Claims and services
5
882.3 738.9 19.4%
Revenue – Vehicle sales
6
77.9 31.0 151.7%
Total revenue 960.3 769.8 24.7%
Gross profit 171.0 151.5 12.9%
Gross margin %
7
19.4% 20.5% (1.1ppt)
Operating profit 51.4 44.5 15.5%
Income from associates 1.3 2.5 (48.6%)
Underlying EBIT 52.7 47. 0 12.1%
EBIT margin %
7
6.0% 6.4% (0.4ppt)
ROCE % 17.6% 15.9% 1.7ppt
5 Including intersegment revenue of £10.9m (2023: £12.5m)
6 Including intersegment revenue of £76.9m (2023: £30.3m)
7 Gross profit margin calculated as underlying gross profit divided by total revenue. EBIT margin calculated as underlying EBIT
divided by total revenue excluding vehicle sales
Highlights
Claims and services revenue increased 19.4% on the prior year, with increased volumes from existing
customers together with new contracts going live early in the financial year. These included full-service
contracts for Abacai insurance and Lex Autolease which quickly reached expected activity levels. Externally
owned fleet vehicles covered by our repair and claims management services now total over 900,000, broadly
equally split between insurer and other fleets.
One of our key insurance partners extended their credit and direct hire multi-year contracts out to 2026, and
other renewals included a blue-light incident management contract, reflecting the breadth of our offering and
customer base. In the first half, the business also expanded its product offering to one of its largest insurance
partners, adding repair capacity support to a new specialist customer segment. Vehicle sales of £77.9m reflect
recycling of the car fleet, the majority of which was sold through Van Monster.
The business has worked hard to manage cost inflation, making progress in productivity metrics, including
in our repair centres. Improving timeframes within parts supply chains helped reduce repair lead times, also
resulting in average replacement hire lengths moderating closer to historic levels.
Financial review continued
Rental business
Hire revenue in Spain increased 8.4% to £274.0m (2023: £252.7m), driven by the increase in average VOH
and managed increases in pricing. Closing VOH increased 5.2% to 57,600.
Spain’s minimum term proposition accounted for 36.6% (2023: 35%) of average VOH. The average term of
these contracts is approximately three years, providing greater certainty of future generated revenues.
The rental margin was 0.3ppt lower than the prior year at 18.2%, with pricing increases partially offsetting
cost inflation.
The increase in hire revenue resulted in a 6.9% increase in rental profits to £50.0m (2023: £46.7m).
Management of fleet and vehicle sales
The closing Spain rental fleet was 65,100 compared to 61,400 vehicles at 30 April 2023. During the year
17,600 vehicles were purchased (2023: 13,200) and 13,900 vehicles were de-fleeted (2023: 9,400 vehicles).
The average age of the fleet at the end of the year was 30.1 months, 2.6 months lower than at the same time
last year, as vehicle availability has improved and we replaced the oldest of our fleet.
A total of 14,500 (2023: 7,900) vehicles were sold in Spain during the year, 83.5% higher than the prior year
reflecting a higher rotation of the fleet with new vehicles being more readily available.
Disposal profits of £27.8m (2023: £13.7m) increased 102.7% due to the increased number of vehicles sold
and continued strength in residual values, resulting in an increase in PPU on disposals to £1,900 (2023:
£1,700).
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Financial review continued
Our key customer partners appreciate the challenges presented by cost inflation and labour shortages, with
agreements on price increases in place. This was also reflected in industry guide to retail charges noting a
12% increase in repair labour rates in the first half. EBIT grew over 12% while EBIT margin of 6.0% was
0.4 ppts lower than the prior year. This principally reflects greater direct hire and repair, and fleet management
services within the product mix rather than cost inflation, as the business worked hard to achieve supply chain
cost efficiencies, such as for paint and vehicle parts.
There remains a pipeline of contract opportunities in active discussion across the product and margin range,
as existing and potential customers see the benefit of working with a trusted, multi-service and expert partner.
The business has invested in its processes and people, introducing a greater use of robotics and new client
facing apps and client digital interfaces to further digitalise and automate highly process-driven activities
within claims management. At the same time the business continues to support its people with enhanced
training and expansion of our apprentice scheme, where there are now over 135 apprentices within the
business. Repair capacity was also expanded through investment in three new bodyshop repair facilities as
well as workshop tools supporting higher productivity and parts reuse.
Revenue and profit
Revenue for the year (excluding vehicle sales) increased 19.4% to £882.3m (2023: £738.9m) reflecting the
full impact of recent contract wins. These favourable variances were offset by a reduction in credit hire length
in comparison to the prior year. The prior year was affected by macro challenges in supply chains for parts and
labour with those conditions seeing improvement in the current year.
Gross margin of 19.4% declined 1.1ppt (2023: 20.5%) due to volume mix across each business within
the segment.
EBIT increased 12.1% to £52.7m reflecting both growth in repairs services driven by parts and paints margins
coupled with technician efficiency and fleet management services with full year impacts of recent contract
wins. EBIT margin lowered slightly to 6.0% versus 6.4% in the prior year due to volume mix.
Management of fleet
The total fleet in Claims & Services was 16,500 vehicles at the end of the year (2023: 18,500) and the average
fleet age (including leased vehicles) was 16 months (2023: 15 months). This reflects the lower fleet holding
period than in the rental businesses due to the different usage of vehicles and the optimal holding period of
this vehicle mix.
Group PBT and EPS
Year ended 30 April
2024
£m
2023
£m
Change
£m Change
Underlying EBIT 213.7 189.2 24.5 13.0%
Net underlying finance costs (33.0) (23.3) (9.7) 41.7%
Underlying profit before taxation 180.7 165.9 14.8 8.9%
Statutory profit before taxation 162.1 178.7 (16.6) (9.3%)
Underlying effective tax rate 23.0% 22.6% – 0.4ppt
Underlying EPS 61.4p 55.6p 5.8p 10.4%
Statutory EPS 55.2p 60.3p (5.1)p (8.5%)
Profit before taxation
Underlying PBT was 8.9% higher than prior year reflecting the higher EBIT across the Group. Statutory PBT
was 9.3% lower than the prior year, with £nil net adjustment for changes to depreciation rates on the older fleet
compared to £46.5m credit in the prior year.
Exceptional items
During the year, there were no items that were recognised as exceptional items. Exceptional costs in the prior
year of £13.5m arose from the impairment of goodwill and other intangibles of NewLaw.
Amortisation of acquired intangibles is not an exceptional item as it is recurring. However, it is excluded from
underlying results in order to provide a better comparison of performance of the Group. The total charge for
the year was £18.6m (2023: £20.2m). Depreciation rate adjustments of £nil (2023: £46.5m credit) on vehicles
purchased before FY2021 have been excluded from underlying results in order to better compare results over
time as explained further on the following page.
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The actual phasing of the adjustment will change if these vehicles are held for a longer or shorter period than
anticipated. The depreciation rate change is expected to impact the statutory income statement over the
remaining holding period of those vehicles as follows:
£m FY2023 FY2024 FY2025 FY2026 FY2027 Total
Reduced depreciation 55.1 38.3 15.7 4.1 – 113.2
Reduced disposal profits (8.5) (38.3) (40.5) (22.3) (3.6) (113.2)
Updated expected impact on
statutory EBIT 46.6 – (24.8) (18.2) (3.6) –
Previously expected impact on statutory EBIT 46.5 12.7 (28.3) (26.4) (4.5) –
No further depreciation rate changes have been made on the existing fleet since the impact on EBIT was
outlined last year. The updated phasing of the adjustment relates to an updated expectation of refreshing the
older fleet more quickly than originally envisaged. This has been the case in the current year due to better
availability of new vehicles than previously expected.
The impact of the changing depreciation rates on this component of the fleet will re-phase statutory EBIT over
this five-year period but will have no impact on underlying results, no overall impact on statutory profit over the
life of the fleet and does not impact cash.
Depreciation rates on vehicles purchased in FY2025 will be set based on management’s best estimates of
future residual values when those vehicles are sold, with holding periods ranging from 12 to 60 months.
Interest
Net underlying finance charges increased to £33.0m (2023: £23.3m) due to higher average debt and the
increase in floating interest rates over the year. Interest rates are significantly sheltered due to holding
approximately 65% of borrowing as fixed rate debt.
Taxation
The Group’s underlying tax charge was £41.6m (2023: £37.6m) and the underlying effective tax rate was
23.0% (2023: 22.6%). The statutory effective tax rate was 22.9% (2023: 22.1%).
Financial review continued
Depreciation rate changes
When a vehicle is acquired, it is recognised as a fixed asset at its cost net of any discount or rebate received.
The cost is then depreciated evenly over its rental life, matching its pattern of usage down to the expected future
residual value at the point at which the vehicle is expected to be sold net of directly attributable selling costs.
Accounting standards require a review of residual values during a vehicle’s useful economic life at least annually,
with changes to depreciation rates being required if the expectation of future values changes significantly.
Matching of future market values of vehicles to net book value (NBV) on the estimated disposal date requires
significant judgement for the following reasons:
• Used vehicle prices are subject to short term volatility which makes it challenging to estimate future residual values;
• The exact disposal age is not known at the point at which rates are set and therefore the book value at
disposal date is not certain; and
• Mileage and condition are the key factors in influencing the market value of a vehicle. These can vary
significantly through a vehicle’s life depending upon how the vehicle is used.
Due to the above uncertainties, a difference normally arises between the NBV of a vehicle and its actual
market value at the date of disposal. Where these differences are within an acceptable range they are
adjusted against the depreciation charge in the income statement. Where these differences are outside of the
acceptable range, changes must be made to depreciation rate estimates to better reflect market conditions
and the usage of vehicles.
Residual values have increased significantly in recent years due to the disruption of new vehicle supply that
has increased demand for used vehicles. Uncertainty to the extent and longevity of this buoyancy in residual
values meant that there were a number of vehicles on our fleet where the depreciated book value was below
or very close to the expected residual value at disposal. In line with the requirements of accounting standards
and as previously disclosed, a decision was made to reduce depreciation rates from 1 May 2022 on certain
vehicles remaining on the fleet which were purchased before FY2021.
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Financial review continued
Earnings per share
Underlying EPS of 61.4p was 5.8p higher than prior year, reflecting increased profits in the year and a 1.5p
in year impact of the share buyback programme. Statutory EPS of 55.2p was 5.1p lower, reflecting the
movement in underlying EPS being offset by the movement in exceptional items and credits recognised in the
prior year with respect to deprecation rate adjustments which are not included within the underlying results.
Business combinations
In May 2023 the Group acquired 100% of the equity capital of Fridgexpress (UK) Limited for provisional
consideration of £5.0m. The provisional fair value of net assets acquired was £2.9m resulting in the
recognition of £2.1m of goodwill.
Share buyback programme
The Group completed its initial £60m share buyback programme in December 2022. A further £30m share
buyback programme commenced in August 2023 and was completed in June 2024. During the year to 30
April 2024, 7,104,291 shares were purchased for a total consideration of £24.9m.
Group balance sheet
Net assets at 30 April 2024 were £1,043.4m (2023: £994.6m), equivalent to net assets per share of 459p
(2023: 434p). Net tangible assets at 30 April 2024 were £816.4m (2023: £752.9m), equivalent to a net
tangible asset value of 359p per share (2023: 328p per share).
The calculations above are based on the number of shares in issue at 30 April 2024 of 246,091,423 (2023:
246,091,423) less treasury shares of 18,981,862 (2023: 16,877,571).
Gearing at 30 April 2024 was 90.9% (2023: 92.2%) and ROCE was 14.5% (2023: 14.1%).
Group cash generation
Year ended 30 April
2024
£m
2023
£m
Change
£m
Underlying EBIT 213.7 189.2 24.5
Depreciation and amortisation
8
232.6 223.0 9.6
EBITDA 446.3 412.2 34.1
Net replacement capex
9
(280.2) (155.6) (124.6)
Lease principal payments
10
(65.0) (65.1) 0.1
Steady state cash generation 101.1 191.5 (90.4)
Working capital and non-cash items (5.6) (0.3) (5.3)
Growth capex
9
(1.7) (122.6) 120.9
Taxation (33.4) (36.6) 3.2
Net operating cash 60.4 32.0 28.4
Distributions from associates 2.0 3.1 (1.1)
Interest and other financing cash flows (28.0) (20.6) (7.4)
Acquisition of business (4.1) (10.0) 5.9
Free cash flow 30.3 4.5 25.8
Dividends paid (56.2) (52.2) (4.0)
Payments to acquire treasury shares (24.9) (53.0) 28.1
Add back: Lease principal payments
11
65.0 65.1 (0.1)
Net cash generated (consumed) 14.2 (35.6) 49.8
8 Depreciation and amortisation excludes £nil (2023: £46.5m) of depreciation adjustment credits and £18.6m (2023: £20.2m) of
amortisation of acquired intangibles both excluded from underlying results
9 Net replacement capex is total capex less growth capex. Growth capex represents the cash consumed in order to grow the fleet
or the cash that is generated if the fleet size is reduced in periods of contraction (excluding leased fleet)
10 Lease principal payments are included so that steady state cash generation includes all maintenance capex irrespective of
funding method
11 Lease principal payments are added back to reflect the movement on net debt
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Annual Report and Accounts 2024
Net debt
Net debt reconciles as follows:
As at 30 April
2024
£m
2023
£m
Opening net debt 694.4 582.5
Net cash (generated) consumed (14.2) 35.6
Other non-cash items 75.1 5 7. 8
Exchange differences (13.1) 18.5
Closing net debt 742.2 694.4
Closing net debt increased by £47.8m in the year driven by net cash consumed, non-cash items and
exchange differences. Other non-cash items consist of £73.3m of new leases acquired and £1.8m of other
items. Foreign exchange movements reduced net debt by £13.1m.
Borrowing facilities
As at 30 April 2024 the Group had headroom on facilities of £244m (2023: £290m), with £582m drawn (net of
available cash balances) against total facilities of £826m as detailed below:
Facility
£m
Drawn
£m
Headroom
£m Maturity Borrowing cost
UK bank facilities 493 251 242 Nov 26 6.1%
Loan notes 320 320 – Nov 27-Nov 31 1.3%
Other loans 13 11 2 Nov 24 4.9%
826 582 244 3.5%
The other loans drawn consist of £10m of local borrowings in Spain which were renewed for a further year in
November 2023 and £0.5m of preference shares.
The above drawn amounts reconcile to net debt as follows:
Drawn
£m
Borrowings 582
Unamortised finance fees (5)
Leases 165
Net debt 742
Financial review continued
Steady state cash generation
Steady state cash generation reduced to £101.1m compared to prior year (2023: £191.5m). Increases in
underlying EBIT have been offset by increases in net replacement capex as we recycle the fleet.
Net capital expenditure
Net capital expenditure increased by £3.7m at £281.9m reflecting a differing mix between net replacement
capex and growth capex as detailed below.
Net replacement capex was £280.2m, which was £124.6m higher than in the prior year. This was due to both
volume increases as well as increases in average replacement cost due to change in mix of vehicles and
the impact of price inflation. Net replacement capex was £77.4m higher in UK&I, £81.3m higher in Spain and
£34.1m lower in Claims & Services.
Growth capex of £1.7m (2023: £122.6m) included £48.5m to grow the fleet size in Spain offset by a £46.8m
inflow in UK&I and Claims & Services where the fleet size was reduced.
Free cash flow
Free cash flow increased by £25.8m to £30.3m (2023: £4.5m) with growth in underlying EBITDA and a
reduction in financing of acquisitions offset by movements in net capital expenditure as explained above,
increases in working capital and increases in interest and other financing due to higher interest rates
throughout the year.
Free cash flow is stated after taking account of investments that have been made in the year which will
return future cash flow at a sustainable rate of return ahead of our cost of capital. This includes investment
in net replacement capex of £280.2m, lease payments of £65.0m, growth capex of £1.7m, the acquisition of
FridgeXpress of £4.1m and working capital in Claims & Services.
Removing the impact of growth capex in the year, the underlying free cash flow of the Group was £32.0m
compared to £127.1m in the previous year due to the increase in net replacement capex.
Net cash generation
Net cash generated of £14.2m (2023: £35.6m consumed) includes £56.2m of dividends paid (2023: £52.2m)
and £24.9m (2023: £52.9m) for treasury shares purchased under the share buyback programme. Leverage
has been maintained at 1.5x (2023: 1.5x).
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Annual Report and Accounts 2024
Financial review continued
Loan notes
UK bank facilities
Other facilities
900
800
700
600
500
400
300
200
100
0
FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031
£m
The overall cost of borrowings at 30 April 2024 is 3.5% (2023: 3.1%).
The margin charged on bank debt is dependent upon the Group’s net debt to EBITDA ratio, ranging from a
minimum of 1.45% to a maximum of 3.25%. The net debt to EBITDA ratio at 30 April 2024 corresponded to
a margin of 1.95% (2023: 1.95%).
Maturity of facilities
The split of net debt by currency was as follows:
As at 30 April
2024
£m
2023
£m
Euro 522.2 388.0
Sterling 224.9 313.2
Borrowings and lease obligations before unamortised arrangement fees 747.1 701.2
Unamortised finance fees (4.9) (6.8)
Net debt 742.2 694.4
There are three financial covenants under the Group’s facilities as follows:
As at 30 April Threshold 2024 Headroom 2023
Interest cover 3x 8.3x £132m (EBIT) 10.6x
Loan to value 70% 41% £429m (Net debt) 42%
Debt leverage 3x 1.5x £195m (EBITDA) 1.5x
The covenant calculations have been prepared in accordance with the requirements of the facilities to which
they relate.
Dividend and capital allocation
Subject to approval, the final dividend proposed of 17.5p per share (2023: 16.5p) will be paid on 27 September
2024 to shareholders on the register as at close of business on 30 August 2024.
Including the interim dividend paid of 8.3p (2023: 7.5p), the total dividend relating to the year would be 25.8p
(2023: 24.0p). The dividend is covered 2.4x by underlying earnings.
The Group’s objective is to employ a disciplined approach to investment, returns and capital efficiency to
deliver sustainable compounding growth. Capital will be allocated within the business in accordance with the
framework outlined below:
• Funding organic growth
• Sustainable and growing dividend
• Inorganic growth
• Returning excess cash to shareholders
The Group plans to maintain a balance sheet within a target leverage range of 1.0x to 2.0x net debt to
EBITDA, and during periods of significant growth net debt would be expected to be towards the higher end
of this range. This is consistent with the Group’s objective of maintaining a balance sheet that is efficient in
terms of providing long term returns to shareholders and safeguards the Group’s financial position through
economic cycles.
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Financial review continued
Treasury
The function of the Group’s treasury operations is to mitigate financial risk, to ensure sufficient liquidity is
available to meet foreseeable requirements, to secure finance at minimum cost and to invest cash assets
securely and profitably. Treasury operations manage the Group’s funding, liquidity and exposure to interest
rate risks within a framework of policies and guidelines authorised by the Board of Directors.
The Group uses derivative financial instruments for risk management purposes only. Consistent with Group
policy, Group Treasury does not engage in speculative activity and it is Group policy to avoid using more
complex financial instruments.
Credit risk
The policy followed in managing credit risk permits only minimal exposures with banks and other institutions
meeting required standards as assessed normally by reference to major credit agencies. Group credit
exposure for material deposits is limited to banks which maintain an A rating. Individual aggregate credit
exposures are also limited accordingly.
Liquidity and funding
The Group has sufficient funding facilities to meet its normal funding requirements in the medium term as
outlined in the borrowing facilities section above. Covenants attached to those facilities as outlined above are
not restrictive to the Group’s operations.
Capital management
The Group’s objective is to maintain a balance sheet structure that is efficient in terms of providing long term
returns to shareholders and safeguards the Group’s financial position through economic cycles.
Operating subsidiaries are financed by a combination of retained earnings and borrowings.
The Group can choose to adjust its capital structure by varying the amount of dividends paid to shareholders,
by issuing new shares or by adjusting the level of capital expenditure.
Interest rate management
The Group’s bank facilities, other loan agreements and lease obligations incorporate variable interest rates.
The Group seeks to ensure that the exposure to future changes in interest rates is managed to an acceptable
level by having in place an appropriate balance of fixed rate and floating rate financial instruments at any
time. The proportion of gross borrowings (including leases arising under HP obligations) held in fixed rates
was 65% at 30 April 2024 (2023: 62%).
Foreign exchange risk
The Group’s reporting currency is Sterling and 80% of its revenue was generated in Sterling during the year
(2023: 78%). The Group’s principal currency translation exposure is to the Euro, as the results of operations,
assets and liabilities of its Spanish and Irish businesses are translated into Sterling to produce the Group’s
consolidated financial statements.
The average and year end exchange rates used to translate the Group’s overseas operations were as follows:
2024
£:€
2023
£:€
Average 1.16 1.15
Year end 1.17 1.14
Going concern
Having considered the Group’s current trading, cash flow generation and debt maturity including severe but
plausible stress testing scenarios (as detailed further in the notes to the financial statements) the Directors
have concluded that it is appropriate to prepare the Group financial statements on a going concern basis.
Philip Vincent
Chief Financial Officer
10 July 2024
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GAAP reconciliation
GAAP Reconciliation
Consolidated income statement reconciliation
Year ended 30 April
Footnote
(below)
Statutory
2024
£m
Adjustments
2024
£m
Underlying
2024
£m
Statutory
2023
£m
Adjustments
2023
£m
Underlying
2023
£m
Revenue (a) 1,833.1 (312.5) 1,520.6 1,489.7 (152.8) 1,336.9
Cost of sales (b) (1,400.2) 312.5 (1,08 7.7 ) (1,054.1) 106.3 (9 47.8)
Gross profit 432.9 – 432.9 435.6 (46.5) 389.1
Administrative expenses (c) (239.1) 18.6 (220.5) (236.1) 33.7 (202.4)
Operating profit 193.8 18.6 212.4 199.5 (12.8) 186.7
Income from associates 1.3 – 1.3 2.5 – 2.5
EBIT 195.1 18.6 213.7 202.0 (12.8) 189.2
Finance income 0.6 – 0.6 0.1 – 0.1
Finance costs (33.6) – (33.6) (23.4) – (23.4)
Profit before taxation 162.1 18.6 180.7 178.7 (12.8) 165.9
Taxation (d) (37. 1) (4.5) (41.6) (39.5) 1.9 (37.6)
Profit for the year 125.0 14.1 139.1 139.2 (10.9) 128.3
Shares for EPS calculation (Note 11) 226.3m 226.3m 230.8m 230.8m
Basic EPS 55.2p 61.4p 60.3p 55.6p
Footnotes
Adjustments comprise:
Footnote
(below)
Adjustments
2024
£m
Adjustments
2023
£m
Revenue: sale of vehicles (a) (312.5) (152.8)
Cost of sales: revenue sale of vehicles net down (a) 312.5 152.8
Depreciation adjustment (Note 28) – (46.5)
Cost of sales (b) 312.5 106.3
Gross profit (a)+(b) – (46.5)
Exceptional items (Note 28) – 13.5
Amortisation of acquired intangible assets (Note 28) 18.6 20.2
Administrative expenses (c) 18.6 33.7
Adjustments to EBIT 18.6 (12.8)
Adjustments to PBT 18.6 (12.8)
Tax on exceptional items (Note 28) (4.5) (2.1)
Other tax adjustments – 4.0
Tax adjustments (d) (4.5) 1.9
Adjustments to profit 14.1 (10.9)
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GAAP reconciliation continued
Cash Flow Reconciliation
Year ended 30 April
2024
£m
2023
£m
Reconciliation of capital expenditure
Purchases of vehicles for hire 553.6 398.2
Proceeds from disposals of vehicles for hire (288.0) (128.4)
Proceeds from disposal of other property, plant and equipment (1.4) (0.7)
Purchases of other property, plant and equipment 15.7 7.4
Purchases of intangible assets 2.0 1.8
Net capital expenditure 281.9 278.2
Net replacement capex 280.2 155.6
Growth capex 1.7 122.6
Net capital expenditure 281.9 278.2
UK&I
Rental
2024
£000
Spain
Rental
2024
£000
Group
sub-total
2024
£000
Underlying operating profit
1
93,788 7 7,789 171,577
Exclude:
Vehicle disposal profits (34,017) (27,834) (61,851)
Rental profit 59,771 49,955 109,726
Divided by: Revenue: hire of vehicles
2
384,448 274,016 658,464
Rental margin 15.5% 18.2% 16.9%
UK&I
Rental
2023
£000
Spain
Rental
2023
£000
Group
sub-total
2023
£000
Underlying operating profit
1
93,382 60,440 153,822
Exclude:
Vehicle disposal profits (3 7,74 6) (13,730) (51,476)
Rental profit 55,636 46,710 102,346
Divided by: Revenue: hire of vehicles
2
367,6 9 4 252,691 620,385
Rental margin 15.1% 18.5% 16.5%
1 See Note 5 of the financial statements for reconciliation of segment underlying operating profit to Group underlying operating profit.
2 Revenue: hire of vehicles including intersegment revenue (see Note 5 of the financial statements).
Cash Flow Reconciliation
Year ended 30 April
2024
£m
2023
£m
Underlying EBIT 213.7 189.2
Add back:
Depreciation of property, plant and equipment 231.3 175.1
Depreciation adjustment not included in underlying EBIT – 46.5
Loss on disposal of assets (0.1) 0.2
Intangible amortisation included in underlying operating profit (Note 13) 1.4 1.2
EBITDA 446.3 412.2
Net replacement capex (280.2) (155.6)
Lease principal payments (65.0) (65.1)
Steady state cash generation 101.1 191.5
Working capital and non-cash items (5.6) (0.3)
Growth capex (1.7) (122.6)
Taxation (33.4) (36.6)
Net operating cash 60.4 32.0
Distributions from associates 2.0 3.1
Interest and other financing costs (28.0) (20.6)
Acquisition of business net of cash acquired (4.1) (10.0)
Free cash flow 30.3 4.5
Dividends paid (56.2) (52.2)
Purchase of treasury shares (24.9) (53.0)
Add back: Lease principal payments 65.0 65.1
Net cash generated (consumed) 14.2 (35.6)
Reconciliation to cash flow statement:
Net decrease in cash and cash equivalents (17.7) (3.9)
Add back:
Receipt of bank loans and other borrowings (33.1) (96.8)
Principal element of lease payments 65.0 65.1
Net cash generated (consumed) 14.2 (35.6)
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Risk
management.
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Managing risks to support our
strategy and stakeholders.
Identifying and managing risk
Our risk management strategy supports our ability to respond
to the changing needs of our stakeholders and the dynamics of
the markets we operate in. The purpose of our risk management
strategy is to identify risks which could affect us achieving our
strategic objectives and mitigate these to an acceptable level.
Risk focus
The risks facing the Group continue to be wide ranging, with both external and internal factors
providing uncertainty and requiring careful management across the year.
During the year, the macro environment stabilised with inflation and interest rates levelling off,
but the outlook remains cautious and the impact to our business will continue to be carefully
monitored. Vehicle supply conditions have improved throughout the year, allowing the fleet to
be refreshed but holding back growth. The global cyber environment has seen threats becoming
more frequent and sophisticated, increasing the need to maintain resilience.
The Group Risk Committee meets formally on a quarterly basis, with the risk management
process embedded across the Group and the Board overseeing its work. This enables risks to
be identified from a top down and bottom up perspective with appropriate management of these
risks throughout the Group. A description of principal Board decisions made during the year is
included within the Section 172 statement on pages 82 to 85.
Identifying and managing risks
The Board and Executive Directors recognise the importance of identifying and actively
monitoring the impact of strategic, operational and financial risks.
The Board has overall responsibility for risk management with a focus on determining the
nature and extent of exposure to the principal and emerging risks the business is willing to
take in achieving its strategic objectives. This includes reviewing the risk appetite in each area
of risk. The risk appetite is assessed in the context of our business model and the external
environment in which we operate.
The Board and Executive Directors oversee the continual process for identifying, evaluating
and managing the significant risks the Group faces. The Board is also responsible for ensuring
the appropriate risk management process is in place and that it accords with risk management
guidance including a three lines of defence approach. The Board has performed a robust
assessment of the principal and emerging risks facing the Group during the year.
The Executive-led Group Risk Committee is facilitated by the Group Head of Internal Audit
and includes senior management from across the Group. It is responsible for facilitating the
identification of risks including emerging risks and overseeing management of those principal
risks throughout the Group in order to achieve our performance goals within the context of
risk appetite.
On behalf of the Board, the Audit Committee takes responsibility for overseeing the
effectiveness of internal control systems which are embedded into our risk management
systems.
Ultimate responsibility for oversight of risk management rests with the Board. The Executive
Directors assess top down risk exposures against the context of the Group’s strategy and the
effective day to day management of risk is embedded within our operational business units
and forms an integral part of how we work. This bottom up approach allows potential risks to
be identified at an early stage and escalated as appropriate, with mitigations put in place to
manage such risks. Each business unit maintains a comprehensive risk register. Changes
to the register are reviewed quarterly by the Group Risk Committee, with significant and
emerging risks escalated to the Board.
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Identifying and managing risk continued
The Board
• Overall responsibility for risk management
• Reviews and approves risk appetite
• Monitors the activity of the Group Risk Committee and agrees the risk
programme
• Reviews principal and emerging risks with the Executive Directors
Audit Committee
• Supports the Board in monitoring risk exposure and ensuring that internal
controls embedded in the business are relevant and proportionate to risk
appetite and exposure
• Reviews internal controls
• Sets the objectives of and monitors the work of Group Internal Audit
Risk management framework.
Group Internal Audit
• Monitors risk management processes with the
Group Risk Committee including evaluation of
risk exposures and emerging risks
• Supports the Audit Committee in assessing the
adequacy of internal controls
• Designs and implements a testing programme
of internal controls
• Provides recommendations to internal
stakeholders in order to ensure adequate
controls are in place and risks are sufficiently
mitigated in accordance with the risk appetite
Group Risk Committee
• Oversee and facilitate the process of identifying
recording and monitoring risks on a bottom
up basis throughout the business units and
functions in a consistent manner
• Ensure that risk owners are allocated to all risks
• Aggregate risk information and map against
principal risks ensuring escalation to Executive
Directors and Board
• Ensure that top down and emerging risks are
captured and recorded in the risk register
Support functions
• Provide guidance to Group Risk Committee, regional management teams
and risk owners
• Identify and assess risks in support functions
• Allocate risk owners to all support function risks
Executives
• Define risk appetite
• Set Group strategy in context of risk appetite
and risk tolerance
• Identify and review principal risks
• Identify and monitor emerging risks
• Design and implement the risk management
framework
Regional management teams
• Identify and assess risks in business operations
• Allocate risk owners to all risks
• Monitor risks and report to Risk Committee
• Ensure effective operation of internal controls
Top down
Oversight, identification, assessment and mitigation of risk at a Group level
Bottom up
Identification, assessment and mitigation of risk at business unit and functional level
First line of defence Second line of defence Third line of defence
Governance
Risk ownership
Risk management
There is a formal governance
structure underpinning our
approach to risk management.
The Group ensures that there are robust
processes in place in order to achieve
effective risk management. This involves
the identification, evaluation, control and
continuous monitoring of risk posed to the
business. These processes ensure that we
have appropriate measures to manage our
exposure to risk in order to operate within the
Group’s risk appetite.
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Identifying and managing risk continued
Risk appetite impact category Averse Minimal Cautious Open Positive
Financial
Operational disruption
Legal & regulatory
Health & safety
Environment
Reputation
Strategic
StrategicOperational
Operational
Operational
Underlying
Underlying
Underlying
Risk appetite.
The Board is responsible for overseeing the risk appetite of the
Group. Executive Directors set the risk appetite of the Group based
on the level of risk that the Group is willing to take in order to deliver
against strategic, operational and financial objectives.
The risk appetite processes ensure that risks are consistently managed across the Group
with decisions being made regarding the right level of risk, and that the appropriate resources
and controls are put in place at each level of risk. This also ensures that risks are escalated
appropriately and proportionately in line with overall appetite.
1. Set acceptable risk level
Potential impacts are assessed against a
combination of likelihood and risk impact with
the tolerance being categorised from risk-averse
to positive.
An example of an area of risk-averse tolerance
would be our approach towards seeking to comply
with all relevant laws and regulations.
An example of where the Group has an open or
positive tolerance to risk would be in seeking
strategic growth opportunities, including
acquisitions, which may require accepting a
higher level of risk in order to achieve returns
against our strategic objectives.
2. Compare risk assessment
Risk appetite will vary across different types of risk,
and therefore appetite is further analysed between
underlying, operational and strategic risks where
tolerance for accepting risk will vary.
3. Determine action
Principal risks including inherent and mitigated risk
are measured against the risk appetite framework to
ensure that they are within tolerance of overall risk
appetite. If principal risks are outside or towards the
top end of risk appetite tolerance, measures will be
taken including taking further mitigating actions or
increasing oversight or controls. If risks are below
the risk appetite tolerance level then action should
be taken to consider being more open towards risk
in order to facilitate achievement of our strategic
objectives including higher returns or growth.
4. Describe potential impacts
Risk appetite is assessed for potential impacts
across different impact categories:
• Financial risk
• Operational disruption
• Legal and regulatory compliance
• Health and safety
• Environment
• Reputational risks: considered separately across
each identified stakeholder group
Risk appetite Risk tolerance Explanation
Averse Very low
Activities undertaken will only be those considered to carry very low or
virtually no residual risk.
Minimal Low
Activities will only be undertaken where they have a low degree of
residual risk.
Preference for very safe business delivery with the potential for benefit
or higher return not a key driver.
Cautious Medium
Activities undertaken may carry a high degree of inherent risk that is
deemed controllable to a large extent so that the residual risk is medium.
Willing to tolerate a degree of risk in selecting which activities to
undertake to achieve key deliverables or initiatives, where we have
identified scope to achieve significant benefit or realise an opportunity.
Open High
Activities themselves may potentially carry, or contribute to, a high
degree of residual risk.
Willing to consider wider range of options and choose one most likely
to result in successful delivery while providing an acceptable level
of benefit. Seek to achieve a balance between a high likelihood of
successful delivery and a high degree of benefit and value for money.
Positive Very high
Willing to be innovative and to consider opportunities offering higher
business rewards despite elevated levels of inherent risk even if those
activities carry a very high residual risk.
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Identifying and managing risk continued
Identifying and managing risks.
The Board maintains a focus on effective risk management, which flows all the way through the organisation. The risk appetite is set at
different tolerances depending on the impact categories, as mentioned previously. The culture of the organisation is consistent with risk
appetite and ensures all activities, from day to day operations to high level strategic decisions, are performed in line with this approach.
The assessment of principal risks are based on the perceived impact on the Group’s ability to achieve its strategic objectives and the likelihood of their occurrence, taking into account controls that have been put in place
to mitigate any impact.
Principal risks Emerging risks
Recognising that all business activity involves elements of risk, the Group maintains a policy of
continuously identifying and reviewing risks that represent a threat to the business, or that may cause
future financial results to differ materially from expected results. Our approach is not intended to
eliminate risk entirely, but to manage our risk exposures across the business, whilst at the same time
making the most of our opportunities.
The Directors have carried out a robust assessment of the principal and emerging risks facing the
Group, including those that would threaten its business model, future performance, solvency or liquidity.
For each risk we state what it means for us and what we are doing to manage it. The change in risk is
assessed using the aggregation of bottom up risks which have been mapped against principal risks and
also the top down view as well as emerging risks. The risk level change represents the assessed risk
exposure as at 30 April 2024 compared to the same point in the previous year.
The Board is dedicated to ensuring the Group operates in a responsible and sustainable manner.
Guided by the Sustainability Committee, the Group previously launched a range of sustainability
commitments supported by our ESG strategy and framework and approach to data collection and
reporting. Further information on our ESG strategy can be found on pages 66 to 68. While we view
climate change as a significant risk for the business, we believe that it is not individually a principal risk,
but is more appropriately addressed within our underlying risk categories for short to medium term
impacts; and then separately through our TCFD risk assessment for its longer-term implications,
as set out on pages 69 to 79. Thisbetter reflects the risks and opportunities which will arise over the
longer term.
The risks specified are not intended to represent an exhaustive list of all potential risks and
uncertainties. The risk factors outlined should be considered in conjunction with the Group’s system
for managing risk, described on pages 54 to 56 and in the Corporate Governance Report on
pages 96 to 99.
In addition to principal risks, the Board considers emerging risks which may impact the Group. The
Group considers an emerging risk to be one that does not currently have a material impact on the
business but has the potential to impact future strategy or operations. The Group’s approach to
managing emerging risk exposure is to:
• identify potential emerging risks; using horizon scanning techniques, published external research
andpeer or competitor review;
• assess these risks taking into account our industry sector and market position, and our strategy,
todetermine relevance;
• consider the potential impact of each risk on each risk appetite impact category, taking into account
the likelihood of the risk occurring and the speed with which it may manifest; and
• regularly monitor these risks and develop actions to address them where appropriate.
The Board considers climate-related matters, including the recommendations from the TCFD as
emergingrisks. Our assessment around this area continues to develop and will be continually
monitored. As those risks become significant in likelihood and impact within the same time horizon
of the principal risk assessment, they will be integrated into the recording of principal risks and the
overall risk management framework of the Group.
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4
6
1
Impact
Very high
Likelihood
Very highVery low
Very low
Risk appetite Averse Minimal Cautious Open Positive
7
2
8
5
1
2
8
4
5
6
3
3
7
Our principal risks.
Principal risks and uncertainties
The Group risk register records over 700 individual risks which
are aggregated into 25 key risks and are allocated against the six
risk appetite categories (see page 56) and mapped to the eight
individual principal risks (categorised into strategic, financial and
operational risks, although most risks have an impact across all
three categories).
Risk
1
The world we live in
2
Our markets and customers
3
Fleet availability
4
Our people
5
Regulatory environment
6
Technology and digitalisation
7
Recovery of contract assets
8
Access to capital
Key
Inherent risk
Residual risk (unchanged from prior year)
Residual risk (risk scoring increased from prior year)
Residual risk (risk scoring reduced from prior year)
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Principal risks and uncertainties continued
Risk trend.
Mitigated risk
within appetite tolerance
outside of appetite tolerance
Type
of risk Risk
Appetite
tolerance Mitigated risk
Risk
trend Change explanation
Strategic
risks
1
The world we live in Cautious
to open
• Demand for our rental services remains high, above the level of new vehicle supply
• Volumes have continued to grow in the Claims & Services business
• Inflationary pressures have eased during the year and continue to be managed against the cost base and through pricing actions
2
Our markets and
customers
Minimal
to open
• No major customer losses and the customer base continues to be diversified across sectors with no reliance on individual customers of size
• The opportunities and services created through our integrated mobilities platform improves the attractiveness of our offering and the
retention of customers, reinforced by our new Company purpose
• We continue to build a platform and relationships that will facilitate the transition away from ICE vehicles for the Group and its customers
Operational
risks
3
Fleet availability Minimal
to open
• Supply restrictions have started to ease, allowing the fleet to be refreshed and operational performance and customer service to be
maintained
• We expect that improved supply will reduce pressure on new vehicle inflation
• Residual values have reduced in line with expectations but remain above pre-COVID-19 levels
4
Our people Averse
to open
• Improved employee engagement scoring reflects the measures taken to improve communication, training and development of our people.
• Continual review and widening of benefits including free shares, employee allowances and financial wellbeing initiatives
• Routes to employee markets continue to be supported by in-house recruitment and the vacancy filler platform used across the Group
5
Regulatory environment Averse
• No material changes to laws and regulations
• No material changes to contractual obligations
• Horizon scanning and planning for future changes to laws and regulations
6
Technology and
digitalisation
Minimal
to open
• As widely reported in the media, global cyber threats are becoming increasingly frequent and sophisticated
Financial
risks
7
Recovery of contract
assets
Cautious
to open
• Bulk settlements of non-protocol claims have been received in the year and more insurers have moved to protocol arrangements,
increasing certainty of recoverability
8
Access to capital Cautious
to open
• Debt facility amounts and maturities remain adequate for funding Group strategic objectives
Risk trend
Evaluation is defined as management’s
assessment of whether the risk factor has:
INCREASED DECREASED NOT CHANGED
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Strategic risks.
1
The world we live in
Risk trend
The successful delivery of our strategy is influenced by the world we live in, and we need to adapt to a
changing global environment. Changes in both economic and environmental conditions in the countries
that the Group operates in or are linked to, through our supply chain, could affect how we deliver our
services or change the cost base of the business.
Influencing factors
• Changes in economic conditions including economic
growth forecasts, exchange rates, interest rates and
inflationary pressures
• Influences of global conflicts on global supply chains
• The impact that environmental conditions such as
extreme weather could have on our operations, as well as
our impact on the environments in which we operate
Controls and mitigating activities
• The Group’s business model and balance sheet
strength provides resilience to economic downturns,
with the flexibility of our offer being attractive in times of
uncertainty
• In the event of a downturn, the Group can manage its
fleet flexibly, generating cash and reducing debt by
reducing vehicle purchases or accelerating disposals
• The cost base related to management of insurance
claims and services is flexible and can be scaled back in
response to a downturn in revenue
• Pricing structures remain under review in context
of cost inflation with minimum return thresholds
protecting margins
• Credit risk of new and existing customers is continually
assessed and the Group has a diversified customer
base without overreliance on an individual or group of
customers across any sector
• The Group maintains close relationships with
key suppliers to ensure continuity of supply and
diversifies the supplier base in periods when supply
becomes restricted
• Foreign exchange exposure is minimised through
sourcing supplies in the same currency as the revenue is
generated. Translation risk is managed through holding a
proportion of borrowings in Euro in order to hedge against
the investment in Euro net assets
2
Our markets and customers
Risk trend
We operate in markets undergoing significant transformations both through changing business models and
customer expectations for smarter and increasingly sustainable mobility. If the Group does not respond
to behavioural, structural, legal, or technological changes in our markets there is a risk that demand for
our services will reduce. Changes to the insurance market or loss of a key insurance referral partner could
adversely impact the Group’s revenues.
Influencing factors
• Structural changes to the rental and insurance and legal
services markets such as consolidation, digitalisation
or vertical integration could impact on the viability of the
business model if we are not agile enough to respond to
those trends
• Changes to regulations for operation of ICE vehicles and
widening of low-emission zones will change the way in
which mobility services will need to be delivered
• Price competition for an equivalent service, could impact
our ability to attract and retain customers at appropriate
rates of return
• Increases in insurance referral rates or cost increases
which cannot be passed on through claims could impact
viability of returns
• Loss of a major customer or insurance referral
partner could diminish returns if the cost base is
not managed appropriately
Controls and mitigating activities
• Our strong reputation for trusted and expert advice
and customer service improves retention of existing
customers and attractiveness to new customers by
differentiating our offer from other market participants
• Continued evolution of the fleet towards non-ICE
vehicles with development of supplier relationships and
investments in supporting infrastructure
• Continual benchmarking of pricing and service offer
compared to competitors and other market participants.
Pricing controls over target levels of returns and discount
authorities protect margins
• Minimising the concentration of business customers
and maintaining long term relationships with insurance
partners with a large proportion of revenue coming from
contracts with customers, greater than one year in length
Principal risks and uncertainties continued
Risk trend
Evaluation is defined as management’s
assessment of whether the risk factor has:
INCREASED DECREASED NOT CHANGED
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Principal risks and uncertainties continued
Operational risks.
3
Fleet availability
Risk trend
Failure to secure sufficient access to fleet at appropriate pricing would impact on our ability to meet
operational and customer service delivery, overall returns and our ability to grow organically.
An increase in fleet holding costs either through higher new vehicle pricing or lower residual values, if not
recovered through pricing increases or operational efficiencies, would adversely affect returns.
Influencing factors
• Over recent years, global vehicle supply has been
restricted following COVID-19 and geopolitical conflict
which has reduced the availability of vehicles and
influenced vehicle pricing. Whilst supply has improved,
it still remains below pre-COVID-19 levels
• Residual values continue to be affected by the vehicle
supply interruption and are influenced by other
economic conditions
Controls and mitigating activities
• Flexibility over asset management means that in the
short term the Group can mitigate the shortage of supply
of new vehicles by ageing out the fleet
• The business model supports high levels of utilisation
and vehicles returned from customers are redeployed
within the fleet
• The Group maintains close relationships with key
suppliers to ensure continuity of supply and has
diversified the supplier base in order to broaden access
to new vehicles
• The Group minimises vehicle holding costs by flexibly
managing the fleet so that vehicles can be defleeted at
the optimal point in their lifecycle through our own sales
channels. We manage vehicle sales through our own
retail sales network and online sales channels
4
Our people
Risk trend
We rely on the expertise and experience of our people in order to stay at the forefront of changes to our
markets and to maintain and deliver high levels of customer service. Failure to attract, retain, develop and
motivate this talent would impact the Group’s ability to meet its strategic objectives.
We also understand our responsibility to keep our people safe through appropriate health and safety risk
management to maintain trust with our employees and reputation across all stakeholders.
Influencing factors
• External pressures in the labour market creates issues
in attracting and retaining talent and therefore delivery of
the operating model and commercial proposition
• The diverse operations of the Group growing organically
and inorganically across a wide geographical area
increases the challenge of fostering a shared culture in
line with strategic objectives
• Not safeguarding employees’ health and welfare and
failure to invest in our workforce will lead to high levels
of staff turnover, which will affect customer service,
operational efficiency and overall delivery of the
Group’s strategy
Controls and mitigating activities
• Employee engagement with Group management
through the Employee Engagement Forum and
employee surveys
• Internal communications establish values which are
aligned to Group strategy and we undertake regular
communication of the strategic progress through various
platforms including the launch of the new brand and
strategy and how that best serves our people
• Ongoing benchmarking of reward and benefits against
the comparable employment market
• Regular performance reviews including personal
development and tailored training as well as introduction
of a mentoring programme
• Regular engagement with employees and access to
health and wellbeing initiatives
• Widening of rewards and benefits including share
ownership, financial wellbeing initiatives and improved
annual and family leave
• Group health and safety team develops policy and
processes to ensure safe working practices and monitors
compliance with those policies
• Continual development of Group health and
safety initiatives to promote an ongoing safe
working environment
Risk trend
Evaluation is defined as management’s
assessment of whether the risk factor has:
INCREASED DECREASED NOT CHANGED
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Principal risks and uncertainties continued
5
Regulatory environment
Risk trend
The Group must comply with all laws and regulations; certain activities within the Group are regulated,
therefore ongoing compliance with regulations is required to ensure continuity of business.
Legal cases relating to the provision of credit hire and insurance-related services have provided a precedent
framework which has remained stable for several years. Legal challenges or changes in legislation could
undermine this framework with consequences for the markets in which the Group operates.
Influencing factors
• Changes to the legislation or regulatory environment in
any of the Group’s markets could impact revenue and
profitability, particularly within the credit hire, insurance
and legal services businesses
• Inadequate operation of systems to monitor and ensure
compliance with regulations could expose the Group
to fines and penalties, or operating licences could be
suspended and also adversely impact our reputation
across all stakeholder groups
Controls and mitigating activities
• In-house legal and compliance team continuously
monitoring regulatory and legal compliance
• Horizon scanning and monitoring of legal and regulatory
developments
• Policies and procedures and compliance monitoring
programmes
• Training in relation to relevant legislation, regulatory
responsibilities and Group’s policies and procedures
• External advisors are retained where necessary
6
Technology and digitalisation
Risk trend
The Group relies on technology to ensure the safe continuity of business operations, and advances
in technology offer opportunities to leverage efficiencies in processes and enhanced service delivery,
with stakeholders continuing to seek deeper digital engagement. Failure of existing systems, lack of
development in new systems or poor integration of new systems, could result in a loss of commercial agility
and/or harm the efficiency and continuity of our operations.
The global threat of cyber-attacks is increasing as attacks are becoming more frequent and sophisticated.
Unsuccessfully defending against data theft or cyber-attacks, could cause significant business interruption
and reputational harm across all stakeholders.
Influencing factors
• Inadequate IT systems can be at risk from failed
processes, systems or infrastructure and from error, fraud
or cyber-crime
• The Group’s business is dependent on the safe and
efficient processing of a large number of complex
transactions and stakeholder interactions. The effective
performance and availability of core systems is central to
the operation of the business
• Growth through inorganic acquisitions increases the
complexity and diversity of operations, IT systems
and infrastructure
• Cyber attacks are becoming increasingly frequent and
sophisticated. The Group remains vigilant to changes in
the cyber threat landscape and continues to review the
technology deployed to defend against these threats
Controls and mitigating activities
• Investments in key IT platforms and systems to ensure
continued operational performance and delivery
• Changes to key IT systems are considered as part of
wider Group change programmes and are implemented
in phases where possible with appropriate governance
structures put in place to oversee progress against
project objectives
• Ongoing monitoring of the continuity of IT systems with
access to support where required
• Back-up and recovery procedures for key systems
including disaster recovery plans
• Operation of information security and data protection
protocols to ensure that data is held securely, and
is adequately protected from cyber-attacks or other
unauthorised access
Operational risks continued.
Risk trend
Evaluation is defined as management’s
assessment of whether the risk factor has:
INCREASED DECREASED NOT CHANGED
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Principal risks and uncertainties continued
Financial risks.
7
Recovery of contract assets
Risk trend
Our credit hire and repair business involves the provision of goods and services on credit. The Group
receives payment for the goods and services it has provided after a claim has been pursued against the
party at fault (and the relevant third party insurer). This process can take a long period of time before claims
are agreed and settled.
Influencing factors
• Recovery of insurance claims requires the orderly
running of insurance markets with claims being settled on
commonly agreed terms
• Due to the relative strength of insurance companies, they
could influence the speed of settlement of claims in order
to secure better terms
• Settlement of claims is normally reached through mutual
agreement. Settlement through court arbitrations
can be lengthy and relies on efficient operation of the
court process
Controls and mitigating activities
• Services are only provided to customers after a full risk
assessment process to ensure that the claim will be
legally recoverable from a third party
• The Group manages collection risk by standardising
terms with third party insurers (protocol agreements)
where possible, which reduces collection risk under
shorter payment terms. The proportion of claims under
protocol terms has increased in the year to c.70%
• Other claims are managed through specialist teams
in order to settle claims or managed through a court
arbitration process
8
Access to capital
Risk trend
The Group needs access to sufficient capital to maintain and grow the fleet and fund working capital
requirements.
Investors increasingly require businesses to demonstrate that they act in a responsible and sustainable
manner prior to granting access to financing facilities.
Influencing factors
• Debt markets can be volatile in terms of liquidity
and pricing
• Failure to maintain or extend access to credit and fleet
finance facilities or non-compliance with debt covenants
could affect the Group’s ability to achieve its strategic
objectives or continue as a going concern
Controls and mitigating activities
• Debt facilities are diversified across a range of lenders
and close relationships are maintained with key funders
of the Group to ensure continuity of funding
• Debt facilities have been put in place to provide adequate
headroom and maturities in order to support the strategy
of the Group
• The Group continually monitors cash flow forecasts to
ensure adequate headroom on facilities and ongoing
compliance with debt covenants
• The Group maintains leverage within stated policy and
the business model allows cash to be generated through
economic cycles
• The impact of access to capital on the Group’s viability is
considered in the viability statement on page 64
Risk trend
Evaluation is defined as management’s
assessment of whether the risk factor has:
INCREASED DECREASED NOT CHANGED
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Assessment of prospects
Our business model and strategy are central to
understanding the prospects of the Group, details of
which can be found on pages 16 to 17 and 28 to 29.
In the year, the Group launched a new brand and name,
with ZIGUP encompassing the strength and depth of
the Group. To better reflect the future of the Group, a
new purpose was developed underpinning a refreshed
strategic framework, subject to the ongoing monitoring
and development described below. The Group is well
established within the markets it operates in, details of
which can be found on pages 10 to 11, and has proven
resilient through the difficult economic conditions in
recent years. Strong momentum continued throughout
the year ended 30 April 2024.
In the year, the Board retired the previous strategic
framework and introduced “Enable, Deliver, Grow” as
the next phase of our strategy. The Board maintains a
measured approach to strategic risk whilst continuing to
explore growth opportunities intended to add long term
value to the Group, both organically and inorganically.
The Board continually assesses the changes in the risk
and emerging risks to the Group including climate-related
impacts, further details of which can be found on pages
54 to 57. The Group pursues only those activities which
are acceptable in the context of the risk appetite of the
Group as a whole.
The assessment process and key
assumptions
The Group’s prospects are assessed through its strategic
planning process. This process includes an annual review
of the ongoing strategic plan, led by the CEO, together
with the involvement of business functions in all territories.
Viability statement
The Board engages closely with the Group’s
management teams throughout this process and
challenges delivery of the strategic plan during
regular Board meetings. Part of the Board’s role is to
challenge the plan to ensure it is robust and makes due
consideration of the appropriate external environment.
The Directors have assessed the viability of the Group
over a three-year period to 30 April 2027, considering
the Group’s current position and a robust assessment of
the potential impact of the principal risks outlined in the
Strategic Report.
The three-year period was selected as this represents the
normal investment cycle of the Group. With the exception
of minimum term rental contracts, there is no fixed period
over which revenue is contracted, in line with the flexibility
offered to customers. Within the rental business, vehicles
are normally held for up to five years, with an average
holding period of three years. Within the insurance claims
and services business, there is no fixed investment
cycle. The viability of the business is underpinned by
its commercial relationships with insurance partners.
Commercial terms are continuously reviewed with
insurance partners, with three years representing an
average review cycle of material terms. The three-year
period used for assessing viability is therefore aligned to
how capital is employed in the business, the maturity of
key commercial relationships and, therefore, how returns
on investment are reviewed.
The plan makes certain assumptions about the normal
level of capital recycling likely to occur, and therefore
considers whether additional financing will be required.
The first year of the financial forecast forms the Group’s
operating budget. Subsequent years are forecast from
this year, based on historical experience and expected
measures within the overall strategic plan.
Based upon this assessment, the Directors have a
reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall
due over the period to 30 April 2027.
Assessment of viability
To assess the Group’s viability, the three-year strategic
plan was stress-tested against various scenarios and
other sensitivities.
Sensitivity analysis of our strategy
A detailed three-year strategic review was conducted
which considers the Group’s cash flows, dividend cover
assuming operation of stated policy, and headroom
against borrowing facilities and financial covenants,
under the Group’s existing facilities. These metrics were
subjected to sensitivity analysis to assess the Group’s
ability to deliver its strategic objectives.
Financial position
The Group’s £475m principal banking facility has a
maturity date of November 2026. The strategic plan
assumes that these facilities will be renewed at a similar
level before April 2027. Private placement loan notes of
€375m give a longer profile of maturities spread across
6, 8 and 10 years. Headroom against the Group’s existing
banking facilities at 30 April 2024 was £244m as detailed
on page 48. This compares with headroom of £290m
at 30 April 2023 and reflects the continued investment
in the fleet for growth and replacement of some of the
more aged vehicles. Given the financial strength of the
Group and strong relationships with lenders, we do not
anticipate any material deterioration in the credit status
of the Group or restricted access to debt capital markets,
and we are therefore confident that debts facilities will
continue to be made available to support the execution of
the Group’s strategy.
Taking into account the planned financing assumptions,
the Group’s facilities will provide sufficient headroom
to fund the capital expenditure and working capital
requirements during the planned period.
The Directors have further considered the resilience
of the Group, considering its current position and the
principal risks facing the business. The plan was stress-
tested for severe but plausible scenarios as follows:
• No further growth in vehicles on hire with rental
customers
• A 1% reduction in pricing of rental hire rates
• A 2% increase above plan assumptions in the
purchase cost of vehicles and other operating
expenses not passed on to customers
• A 5% reduction to assumptions in the plan for the
residual value of used vehicles
• A 10% reduction in insurance claims and services
revenue in aggregate, either through lower demand
or through ending the commercial relationship with a
group of key insurance partners
• A prudent working capital view reflecting the
impact of a slow-down in collections of historic
insurance claims.
The above scenarios took into account the effectiveness
of mitigating actions that would be reasonably taken,
such as reducing variable costs that are directly
related to revenue, but did not take into account further
management actions that would likely be taken, such
as a change to the indirect cost base of the Group or a
reduction in capital expenditure and ageing out of the
vehicle fleet, both of which would generate cash and
reduce debt.
Conclusions relating to viability and
going concern
After considering the above sensitivities and reasonable
mitigating actions, sufficient headroom remained against
available debt facilities and the covenants attached
to those facilities. The Directors have a reasonable
expectation that the Group will continue to be able to
meet its obligations as they fall due and continue to be
viable over the period to 30 April 2027. The Directors
also considered it appropriate to prepare the financial
statements on the going concern basis, as explained
in the Basis of preparation paragraph in Note 2 of the
Financial Statements.
Equipped with a new name and brand, and supported by a
refreshed strategic framework, to better reflect and position our
combined Group as we continue our journey of sustainable growth.
Viability statement.
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Sustainable
mobility.
ESG
Positive social,
environmental and
economic
outcomes
Environment
Minimising environmental impact
Our expertise, capabilities, and assets in
electric vehicle fleets facilitate an orderly
transition to low-carbon mobility. Effective
management, operations, and maintenance
optimise vehicle lifespan and efficiency.
Renting rather than owning commercial
vehicles reduces resource consumption and
promotes sustainable development.
Governance
Economic prosperity
Enabling customers to outsource
services improves their efficiency and
returns. Opting for vehicle rental over
ownership provides greater flexibility,
enabling businesses, particularly SMEs,
to expand with reduced risk. As a major
employer, we generate significant
economic value by investing in the
economy's productive capacity.
Social
Promoting positive
social outcomes
Supporting people after
incidents and helping them get
back on track. We are
addressing skills gaps in the
automotive sector by recruiting
and nurturing talent from
diverse backgrounds. We
encourage our employees to
make a positive social impact
in the community.
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Sustainability overview
Our approach
Throughout the year, we have made significant progress
in establishing the necessary framework for an effective
approach to ESG. This robust foundation is a testament
to our commitment to meeting the growing customer
demands on ESG, navigating the challenges of the
current business environment, and complying with the
increasingly stringent suite of EU and UK sustainability
reporting regulations. Our focus on a lasting ESG strategy
inspires confidence in our ability to adapt and thrive in
the future.
Our governance framework and methodical approach
to ESG principles ensure a high level of accountability,
transparency, and equity. Our robust set of policies,
procedures, and management systems are integral in
effectively managing sustainability risks and capitalising
on opportunities.
Leadership
Our Board plays a strategic role in overseeing ESG
matters. The CEO holds executive accountability, while
the CFO, as the Chairman of the Sustainability Committee,
has a delegated responsibility. The CFO acts as a bridge
between the Sustainability Committee and the Executive
Committee who in turn reports into the Board, ensuring the
Board is well-informed about key environmental, social,
and governance issues. Other key roles in managing ESG
matters include the Group Head of ESG, the Head of
Group Safety and Environment in the UK, and the Director
of Development and Sustainability in Spain.
Sustainability committee
and working groups
The Sustainability Committee draws on the
diverse expertise of cross-functional teams
from various business units and functions.
Their invaluable advice and contributions were
instrumental in shaping the ESG commitments
of the Group, a testament to our collaborative
approach to sustainability strategy development.
The Sustainability Committee met on six
occasions in the year. Its goal is to assess the
significant issues affecting our ability to generate
economic, environmental, and social value. The
Sustainability Committee evaluates the steps
taken to address important risks and opportunities
and suggests alternative programmes to enhance
social and environmental performance. Key
outcomes of the Committee this year included the
approval of ESG commitments, policies covering
environmental and social matters, and support
for the development of a communication and
engagement plan.
Delivering sustainable outcomes for society
ZIGUP’s purpose is to keep people moving smarter. As a leading
provider of responsible and integrated mobility solutions, we
consistently strive to deliver positive environmental, social and
economic outcomes to our stakeholders.
A framework for delivering
a sustainable business.
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Keep our customers moving smarter.
CASE STUDY
Applying our double materiality assessment
Understanding how an issue affects us internally and externally has helped
us create a more effective sustainability framework and report on issues
more meaningfully to stakeholders.
By identifying significant ESG issues, we can prioritise the most important
concerns and provide greater corporate transparency to our stakeholders.
Read about our process and outcomes in more detail in the
Sustainability section of our website
www.ZIGUP.com
Environment
GovernanceSocial
Fuelled by our three strategic pillars
See our strategy
Pages 16 and 17
Enable.
Deliver.
Grow.
Sustainability overview continued
ESG framework.
Embedding sustainability
We have set forth clear and measurable ESG commitments and targets.
These commitments are aligned with our goal of creating sustainable
value for our stakeholders. By embedding these commitments into our
business model, operations, and culture, we aim to consistently reduce
our environmental impact, foster positive social outcomes, and uphold
our responsibility as a business.
Mobilising our people
We have clearly defined responsibilities and accountabilities for each
ESG commitment and have established a set of balanced metrics to
measure progress towards achieving them. While it’s important to have
clear direction and accountability from leadership, involving employees
at all levels in implementing these plans is crucial. In FY2025, we
will create a learning curriculum to provide employees with the skills,
knowledge, and confidence to take meaningful action to reduce
environmental impact and contribute to positive social change. We will
also aim to integrate ESG-related outcomes into employee evaluations
to foster a culture that supports our purpose and acknowledges and
rewards the right behaviours.
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Sustainability overview continued
Social:
Delivering social value
Environment:
Enabling lower-impact mobility
Aspect Commitment
Carbon emission reduction 10% absolute reduction in Scope 1 and 2 emissions by 2027
Resource efficiency Embed circular economy principles in our operations
Environment Environment impact reductions across our sites
Working with suppliers Work with key suppliers to set sustainability targets
Climate change transition Enabling a just transition towards low carbon mobility
Aspect Commitment
Health and safety Work towards the goal of no harm or injuries
Wellbeing and reward Foster a mutually supportive workplace
Equity, diversity and inclusion Recruit and nurture talent from diverse communities
Charity and community Generate positive social impact in the community
Early careers Invest in the development of an early careers programme
Technical skills Invest in vehicle repair training and technology
Aspect Commitment
ESG oversight Ensure effective Board oversight of ESG
Sustainable value creation Reinforce sustainable value creation within our strategy
Responsible culture Foster ethical and responsible behaviour across ZIGUP
Customers first Foster a customer-centric continuous improvement culture
Stakeholder engagement Maintain accountability by reporting on our ESG impacts
Ambition
Governance:
Growing responsibly
• 15% reduction in GHG emissions since FY2023
• 90% of sites have installed low-energy LED lights, and we created
an energy monitoring dashboard
• 99% of our waste was diverted from landfill and we introduced a new
waste and resource efficiency policy
• 67% of our current company cars are EVs or hybrids
• 1,000 e-LCVs hired in the UK, more than doubling since FY2023
Our Progress
• 7% reduction in our Accident Frequency Rate from 1.8 (FY2023)
to 1.7 (FY2024)
• We introduced Wagestream to improve employees’ financial
wellbeing with flexible pay access
• The employee satisfaction rating increased by 1ppt to 75%, with a
83% survey return rate
• 87,000 hours of training provided to our people across the Group
• 49% increase in apprenticeships from 270 (FY2023) to 403 (FY2024)
• 2,000 hours of technical training to keep us at the forefront of
advancing automotive technology
• We provided over 300 hours of support to the Darlington Cares
community initiative
• A cross-functional Sustainability Committee, supported by
working groups, was incorporated
• We set out our ambitions through a suite of environmental,
social, and governance commitments
• A Customer First charter was developed within the UK&I
Rental business, with appointed customer champions overseeing
its delivery
• We have developed a Group Policy Framework to support a
more unified approach to governance across the Group
• Develop Group level emission
reduction business plans
• Embed circular economy
principles across the Group
• Publish our net zero transition
plan
• Have over 90% of our company
cars to be EV or hybrid
In FY2025, we plan to
• Develop targeted recruitment
strategies to reach more
diverse talent pools
• Leverage our group-wide
training resources to foster
a culture of continuous
development
• Expand the deployment
of level 4 high-voltage
EV training
• Enhance ESG reporting
and analysis to prepare for
upcoming regulations
• Ensure greater integration of
ESG targets into individual
performance appraisals
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TCFD and SECR report
We aim to improve transparency and
encourage stakeholder discussions
about this important issue. This section
summarises our carbon emissions and
outlines our steps to manage climate-
related risks, and take advantage of
opportunities in an unpredictable global
emissions environment.
This report was prepared in line with the
UK Climate-Related Financial Disclosures
Guidance and associated annexes,
specifically annex 1. As ZIGUP is not a
financial or appropriate sector-specific
company, no additional guidance was
incorporated. Reasonable assurance
is obtained over Scope 1, Scope 2, and
Scope 3 emissions. All sector guidance and
associated annexes have been included,
incorporating recommended disclosures.
Climate governance
Our sustainability strategy is integral to our
financial planning, which the Board oversees.
The CEO and CFO provide regular updates
at board meetings, detailing the progress
made on this strategy, including key activities,
implementation, and progress against
emissions reduction targets.
Climate change governance framework.
Board
Our Board of Directors proactively shapes the Group’s ESG strategy and activities. They provide oversight of climate-related issues and ensure that the best
practices, emerging trends, and key issues related to ESG strategy, governance, and risk management are considered and acted upon.
Executive Committee
Responsible for developing and implementing strategy, and monitoring strategic execution including that of climate-related strategic objectives.
Key Executive-led committees
Audit Committee
Monitors the integrity of climate-related
disclosures and data reporting through
internal and external assurance and ensures
compliance with external climate-related
reporting requirements.
Report of the Audit Committee on
Pages 103 to 107
Sustainability Committee
Oversees our strategic development across
sustainability issues, including developing
a systematic and collaborative approach to
climate action with our stakeholders.
Remuneration Committee
Responsible for determining and approving
the Remuneration Policy and recommending
its approval to the Board. Responsible for
incentivising performance against climate-
related targets, monitoring performance against
targets, and approving remuneration accordingly.
Report of the Remuneration Committee on
Pages 110 to 122
Group Risk Committee
Assists the Board in overseeing the risk
management framework, including identifying,
assessing, and reporting climate-related risks.
Nominations Committee
Responsible for keeping under review the
climate-related skills and experience of the
Board and its committees; the recruitment of
new Directors; ensuring orderly succession
plans for both the Board and the Group
Management Boards.
Report of the Nominations Committee on
Pages 100 to 102
Group Management Boards
Key transition-related activities, risks and
opportunities are considered on Group
Management Boards.
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TCFD and SECR report continued
Decarbonising vehicles will primarily involve
replacing those that run on fossil fuels with
electric vehicles or hydrogen fuel cells. This
shift will disrupt the automotive supply chain
and significantly change mobility services.
Manufacturers are pursuing a transition to EVs,
and some major OEMs have announced that
they will stop investing in new ICE platforms or
end the production of ICE vehicles by 2030.
Governments and cities continue to introduce
policies that encourage the decarbonisation of
road transport. The ZEV mandate became law
in the UK in January 2024. This mandate sets
out the percentage of new zero-emission cars
and vans that manufacturers will be required to
produce each year up to 2030. By 2030, 80%
of new cars and 70% of new vans sold in the
UK will be zero-emission, increasing to 100%
by 2035.
Our long term climate commitment is to be
net zero by 2050. The pace of our transition
to net zero will be determined by the factors
covered and overall customer sentiment on
the suitability of alternative drive trains for their
operational activities.
Reducing value
stream emissions
CASE STUDY
Drive to Zero
We are working with our customers to
enable a smooth transition towards
lower-carbon mobility. With our end-to-
end support, in-house expertise, and
capabilities, we provide a broad array of
support services to our customers, many of
whom have set ambitious net zero targets
and are looking for expert support to make
meaningful progress.
See the case study at:
www.ZIGUP.com/case-study/
DrivetoZero
We are working with our customers to
enable a smooth transition towards lower
carbon mobility.
With our end-to-end support, in-house
expertise, and capabilities, we provide many
support services to our customers, many of
whom have set ambitious net zero targets
and are looking for expert support to make
meaningful progress. We are also active within
our supply chain with collaborations and
supporting policy initiatives to help accelerate
the transition.
At present, we operate from 184 sites,
including workshops, bodyshops and
branches, along with offices and customer
service centres across the UK, Ireland and
Spain. This diverse geographic spread means
we have flexibility and resiliency within our
operations and can share learnings between
our business segments and across locations.
The Group is working on transitioning to a fully
non-ICE fleet. This is in line with national and
EU regulations. We aim to have a fully non-ICE
fleet in the UK and Ireland by the mid-2030s
and in all countries by the mid-2040s.
This move will allow us to reduce our carbon
emissions across our entire value chain
significantly. We are also investing in skills
training and infrastructure to support
this transition.
Our commercial strategy plans are aligned with
this transition, which is reflected in our Drive to
Zero value proposition to customers.
Implementing our
climatestrategy.
The transport sector is responsible for the largest proportion of GHG emissions in
Europe and the UK. In the EU, road transport is the biggest emitter in the transport
sector, accounting for nearly three-quarters of transport-related GHG emissions.
From the starting point of our FY2022 baseline,
we are committed to using 100% renewable
electricity and to an absolute Scope 1 and
Scope 2 emission reduction target of 10% by
2027. The absolute GHG emission reduction
target is ambitious when considered in the
context of our growth plans.
We expect our business to be
positively impacted by transitioning
to a 1.5 degree world.
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TCFD and SECR report continued
Table 1. Risk assessment timeframes
The effects will be wide-ranging, including
the impacts of weather patterns (physical
risks) and the regulatory and societal effects
of transitioning to a low-carbon economy
(transition risks). Opportunities are expected
to arise as more customers seek advice
and products to support the transition towards
low-carbon mobility. A thorough annual risk
and opportunities assessment is undertaken
to review the potential impacts of climate
outcomes on our business. Our assessment
covered key timeframes (as defined in
Table 1), which link to our fleet renewal cycles,
key sector regulations and policies, and our net
zero commitment. We assigned timeframes to
each risk and opportunity based on expected
material impact and quantified the impact
where possible. A material climate impact is
defined as a percentage of the risk materiality
point (RMP) value of £4m, as defined by
our Enterprise Risk Management (ERM)
framework; medium to high financial impact
is greater than 12.5% of RMP.
We have embedded risk management
processes across the business and report
regularly to the Board. Climate transition
issues are considered fundamental to our
commercial success, and such risks and
opportunities are assessed both against
relevant financial planning horizons and
aligned with our Customer strategy and
demand requirements. Climate-related risks
are discussed in in table 3 on page 74.
Our risk identification, assessment,
methodology and appetite is reviewed at
least on a quarterly basis. Where climate
risks extend outside the timeframe of our
ERM process, they are assessed using the
same methodology but are considered within
the longer term context of our sustainability
strategy and targets and under the scrutiny
of the Sustainability Committee, which is
chaired by the CFO.
As set out in the risks table on page 74,
our mitigation and resiliency measures
appropriately manage the risks identified within
our scenario analysis. Our risk management
process captures climate-related matters,
and in turn, these form part of our Group Risk
Register, which the Board reviews. The Board is
responsible for the Group’s overall approach to
risk management and internal control, including
ensuring the design and implementation of
appropriate risk management and internal
control systems. This comprises assessing
the effectiveness of these systems, which
includes regular reviews to ensure that the
Group is identifying, considering and, as far as
practicable, mitigating the risks for the business.
Climate risk management.
The outcome of climate change is uncertain and will depend on the movement of global
temperature and the specific regulatory responses.
Further details on material impacts and mitigation activities can be found in the risk table Page 74
Short
term
0-3 years
Time Horizons
2024
2027
Scope 1 and 2 target
0-3 years
2030
Zero emissions
vehicle mandate
80% of new cars and 70%
of new vans sold in UK
must be zero-emission
2035
UK and EU ICE sale ban
100% of new cars and
vans sold in UK and EU
must be zero-emission
2050
Paris Agreement and UK
target for net zero
ZIGUP net zero target
Medium term
3-9 years
Long term
9+ years
Risk assessment
Risks Opportunities
Sample hazard exposure Severity Likelihood Impact contribution Scale
High (>15%) Critical Virtually certain Significant 5
High Likely High 4
Moderate (10-15%) Moderate-high More likely than not Moderate-high 3
Moderate About as likely as not Moderate 2
Low <10%) Low Unlikely Low 1
None Very unlikely None 0
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Climate outcome scenarios.
In FY2023, we first reported on how scenario analysis enhanced our
understanding of physical and transition risks to our business over
short, medium and long-term time horizons.
TCFD and SECR report continued
This year we have provided a comprehensive
overview of the potential impacts on the Group
and its stakeholders under different climate
scenarios. The potential climate outcomes
considered this year when reviewing climate
risks and opportunities range from an orderly
transition scenario that limits global warming
to 1.5°C to an adaptation scenario where
emissions continue the current pathway, which
leads to around 4°C warming. Qualitative
assessments for each of these climate
scenarios are outlined in Table 2 on page 73.
Physical risk exposure was assessed under two
future states of the world using the latest Inter-
governmental Panel on Climate Change (IPCC)
scenarios specified in their sixth assessment
report. The IPCC Shared Socio-economic
Pathways (SSPs) are a natural choice as these
scenarios are widely recognised, based on
credible scientific databases, and are used to
inform our global climate policy. As expected,
the Group has minimal exposure to most of
these hazards due to the operational profile
of our business. When scenario pathways
diverge, we expect physical risks to materialise
around 2023-2040.
Transition risks were explored by
applying IEA Global Energy and
Climate (GEC) model scenarios and
National Grid Future Energy Scenarios,
which align with the Group’s long
term net zero commitment. The IEA
scenarios assessed three states of
global change. The IEA and National
Grid scenarios were selected due to
their sectoral-specific analysis and
industry dependencies. The National
Grid scenarios also apply specifically
to the UK market, providing tailored
insights into the potential future
changes to our UK strategy and feeding
into our wider organisational strategy.
For more information see table on Page 74
Climate outcome scenarios.
In FY2023, we first reported on how scenario analysis enhanced our
understanding of physical and transition risks to our business over
short, medium and long-term time horizons.
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1.5⁰C
Orderly transition
2.0⁰C
Disorderly transition
4.0+⁰C
Adaption
An orderly transition to a low-carbon economy
occurs over the long term as sufficient regulatory
action is taken to limit the rise in global temperature,
resulting in significant transition risks while
minimising physical risks.
A disorderly transition with delays to government
pledges and stringent policies being introduced
post-2030, causing maximum transition risk while
limiting physical risk to a relatively low level.
This is where the current CO
2
emissions level
will approximately double by 2050, and the global
economy will grow, fuelled by exploiting fossil fuels
and energy-intensive lifestyles.
Government
Governments and cities have introduced policies that
encourage the decarbonisation of road transport. By 2032,
all new light-duty vehicles sold, including vans, will be
low-emission vehicles. The number of car lanes reduced
in urban environments to give greater space to public
transport, pedestrians and cyclists.
Phasing out of ICE vehicles delayed with limited political
will to strictly enforce the ZEV mandate. Inadequate
investment in public charging infrastructure to support
effective e-LCV operation.
Global policies and investment have shifted towards
adapting to a new climate and responding to global
geopolitical and environmental instability. Changing
global weather patterns causing severe chronic and
acute physical risks.
Suppliers
Most large OEMs have ended ICE production by 2030,
with limited availability of ICE LCVs. Increased competition
from China will have stimulated affordable EV ownership.
Accelerating innovation in battery technologies has reduced
the need for critical minerals, increasing supply chain
resilience, and security.
Significant increases in carbon prices will be implemented
from 2030 onwards to discourage the use of materials
produced by carbon-intensive nations. Limited innovation
in new battery production and technologies will increase
battery demand, further driving the demand for critical
minerals and steep increases in costs from 2030.
Global economic instability and geopolitical issues have
hindered the supply chain's desire to reduce emissions,
with limited investment in innovative low-carbon solutions.
Significant changes in weather patterns and events impact
global supply chains, resulting in sizeable price increases.
Operations
Low-emission LCVs optimised to meet varied operational
requirements are readily available. Continued investment
in training and infrastructure advances the electric vehicle
mobility ecosystem, and the breadth and depth of job
opportunities are growing alongsideit.
Despite continuing demand, the limited availability of
ICE LCVs results in longer replacement cycles, increased
maintenance costs, and lower resale values. A growing
EV skills gap undermines confidence in the industry’s ability
to service, maintain, and repair low-emission vehicles.
Operations in some parts of Spain are becoming unviable
due to excessive energy costs for cooling the facilities.
To avoid the hottest parts of the day, restricted operating
hours are introduced in the summer. Many facilities in the
south of England and Spain require costly water efficiency
measures to address high utility costs.
Customers
Europe has become the global leader in vehicle
electrification with a regulation-driven market supported
by positive customer demand trends. Customers' desire to
achieve their carbon reduction targets has reinforced their
demand for low-emission LCV fleets.
There is a lack of confidence in the suitability of low-
emission LCVs to meet operational requirements, which
is compounded by insufficient policy incentives to
decarbonise and issues regarding the suitability of charging
infrastructure for LCVs. Cities and surrounding metropolitan
areas have introduced draconian policies to ban all ICE
vehicles in urban environments.
Unfettered growth in mobility has increased the number of
vehicles on our roads, and CO
2
emissions have markedly
increased, with many health problems due to poor air quality.
Extreme heat events have accelerated the degradation
of materials such as asphalt and concrete, impacting
transportation speed and causing servicedelays.
Climate outcome scenarios.
Table 2: Climate outcome scenario
TCFD and SECR report continued
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Risk rating*
Timeframe
Scenario sensitivity Our responseShort Medium Long
Transition risks
Fit for purpose e-LCVs
A limited supply of low-emission LCVs optimised to meet diverse
operational requirements.
4 5 3 2
Orderly transition
We have long-standing relationships with established OEMs
and are working closely with new entrants in the market to
source a range of e-LCVs that can meet our customers' diverse
operational requirements.
Disorderly transition
Adaptation
Vehicle charging
Insufficient investment in charging infrastructure and rising energy
prices increase charging costs, undermining lower-carbon vehicle
total cost-of-ownership savings.
3 4 3 2
Orderly transition
Our ChargedEV business is a top supplier and installer of Electric
Vehicle Supply Equipment (EVSE), installing over 9,500 chargers in
2024. We support BVRLA's 2024 Van Plan to accelerate the uptake of
zero-emission vans in the fleet industry.
Disorderly transition
Adaptation
Profitability – EV lifecycle
Higher purchase costs, reduced maintenance revenues due to
lower EV servicing costs, and residual value risk from declining
second-hand sale values impact EV lifecycle profitability.
4 5 4 2
Orderly transition
We understand market dynamics and have expertise in managing
large-scale vehicle fleets' purchasing, holding, and disposal during
market cycles in the UK, Ireland and Spain.
Disorderly transition
Adaptation
Skills gaps
Increasing skills gaps in the electric vehicle mobility ecosystem,
particularly in repair and maintenance.
5 5 4 3
Orderly transition
We remain at the forefront of advancing automotive technology
through continued investment in industry-leading training and 2 IMI
accredited technical training centres.
Disorderly transition
Adaptation
Vehicle-related emission taxation and policies
The UK Government’s inconsistent approach to phasing
out ICE vehicles, combined with the varied implementation
of low-emission zones by local authorities, is creating
significant uncertainty.
4 5 4 3
Orderly transition
We work closely with trade bodies, such as the BVLRA in the UK,
the Society of the Irish Motor Industry, and FENEVAL in Spain. They
aim to guide governments on the most effective ways to accelerate
decarbonisation and transition towards low-carbon mobility.
Disorderly transition
Adaptation
Increased reporting
Increasing reporting regulations and investor expectations on
climate-related disclosures.
4 3 3 2
Orderly transition
We are developing a net zero transition plan. We plan to deploy a
group-wide data collection platform in FY2025 to report on ESG and
sustainability performance according to the EU Taxonomy, CSRD,
and IFRS S1 and S2.
Disorderly transition
Adaptation
Physical risks
Significant changes in weather patterns, with water stress, impact
operations in Spain. The global supply chain suffers disruptions,
resulting in sizeable price increases.
2 1 2 3
Orderly transition
Given our operational profile, we anticipate minimal exposure to both
chronic and acute physical hazards. Under the adaptation scenario,
risks will likely materialise around 2030-2040.
Disorderly transition
Adaptation
TCFD and SECR report continued
Table 3: Climate-related risks
1 2 3 4 5
* The risk rating comes from a combined assessment of likelihood, severity and resilience.
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Impact
contribution
Timeframe
Scenario sensitivity Our responseShort Medium Long
Opportunities
Supporting the energy transition
Customers who have established ambitious transition plans may
be willing to pay a premium to convert their fleet faster, enhancing
market share and revenues.
4 3 3 5
Orderly transition
We help LCV fleets switch to low-carbon mobility with EVs, chargers,
and management services. Our flexible rental terms and bundled
services reduce capital expenditures and cut customers' ownership
costs.
Disorderly transition
Adaptation
Access to low-emission vehicles
Faster access to an extensive range of low-emission vehicles,
including cars, LCVs and micro-mobility options to meet diverse
operational requirements.
4 3 4 5
Orderly transition
We have long-standing relationships with established OEMs and are
working closely with new entrants in the market to source a range
of e-LCVs and micro-mobility options that can meet our customers'
diverse operational requirements.
Disorderly transition
Adaptation
Future automotive skills development
There is an increasing demand for training and skill enhancement
across the automotive industry to keep pace with advancing
vehicle technology.
3 4 3 2
Orderly transition
By remaining at the forefront of advancing automotive technology
through industry-leading training programmes and facilities, we have
the capacity to commercialise our expertise and offer training outside
of our organisation.
Disorderly transition
Adaptation
ZEV mandate
OEMs will require vehicle leasing and hire companies to purchase
increasing numbers of EVs alongside ICE vehicles to avoid paying
fines in the ZEV mandate.
4 3 2 0
Orderly transition
Our readiness to procure e-LCVs has stimulated OEMs to offer us
larger volumes of ICE and EVs on commercially favourable terms.
Disorderly transition
Adaptation
Nationwide service network
New EV manufacturers require a widespread service network and
expertise to support the effective deployment of their vehicles.
3 4 3 3
Orderly transition
We have the UK’s largest quality-assured repair and service networks,
supported by 24/7 customer service centres. New EV OEMs can use
this expertise and nationwide resources to strengthen their presence
in the UK and Europe. In addition, existing OEMs are looking for
support to augment their EV service capacity and capabilities.
Disorderly transition
Adaptation
Data collection, analysis, and planning
With the intensification of ESG reporting and climate disclosure
regulations, customers will require more support in reducing fleet-
related GHG emissions.
2 3 4 5
Orderly transition
We are advancing our Drive to Zero value proposition to help
customers decarbonise their vehicle fleets, by providing more
effective GHG emission evaluation and mitigation planning.
Disorderly transition
Adaptation
Energy efficiency
Save money, reduce GHG emissions and enhance our
sustainability credentials by investing in energy efficiency
measures and education programmes.
2 4 4 4
Orderly transition
We are committed to investing in LED lights, which significantly
impact energy usage and help us reduce operating costs. We're
implementing behavioural training programmes to reduce operating
costs and promote better operating practices.
Disorderly transition
Adaptation
Table 4: Climate-related opportunities
1 2 3 4 5
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Climate metrics and targets.
TCFD and SECR report continued
Approach and methodology
We seek to enhance our disclosures through
improved year-on-year reporting. This year,
we will report on three years of Scope 3 data,
starting from an FY2022 baseline. This section
incorporates emissions data presented using
the operational control approach, which is
required under the Companies (Directors’
Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations
2018. We have included each facility under
operational control within the figures. The
Group has used the principles of the GHG
Protocol Corporate Accounting and Reporting
Standard (revised edition), ISO 14064-1.
We have used Defra’s current conversion
factors to arrive at the information supplied.
An independent, UKAS-accredited, third party
assessor has verified the GHG data.
Reporting and baseline year
We have aligned our reporting and fiscal
years, so the information presented covers
the FY2024 period from 1 May 2023 to
30 April 2024. Following the introduction of
FMG RS emissions data in FY2021, FY2022
was considered a suitable year to establish
as our baseline year.
Scope 1 and 2 analysis
New, more efficient ICE vehicles and an
increasing proportion of EV and hybrid vehicles
entering our fleet, along with a reduction in the
distances travelled by our vehicles in the UK,
have resulted in a 15% overall reduction in
Scope 1 and 2 emissions. This, coupled with
growth in revenue which is not linked to our
fleet, reduced our carbon intensity by 24%. The
amount of green energy we procure increased
from 22% in FY2023 to 64% this year. We
implemented a new methodology to calculate
vehicle-related emissions for both FY2023
and FY2024. We will apply this updated
methodology to evaluate our FY2022 baseline
year and assess the impact of the carbon
reduction targets that we set in FY2023.
64%
of the energy we procure
isfrom renewable sources,
up from 22% in FY2023
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Scope 3 Analysis
96% of our Scope 3 emissions are within
categories 2, 11 and 13. Scope 3, Category
2 – Capital goods are the embodied emissions
within the vehicles we purchase. Since
FY2022, this has decreased to 11% of our
Scope 3 emissions (FY2022: 14%).
This year, we took a proactive step in
our sustainability journey by changing
our approach to calculating category 2
emissions. We now use Green NCAP’s Life
Cycle Assessment methodology, a more
comprehensive and accurate method, to
provide our stakeholders with a more detailed
and transparent view.
It’s important to note that the expected
emissions from the fleet vehicles we dispose
of (Category 11 – Use of sold products) have
increased. This is due to the fact that we sold
more vehicles than in previous years, leading
to a significant rise from 43% of scope 3
emissions in FY2022 to 59% in FY2024.
We are delighted to share that the tail-pipe
emissions from our vehicle fleet, when
driven by customers, have decreased for
a third consecutive year. This significant
reduction, from 922,909 tCO
2
e in FY2022 to
837,484 tCO
2
e in FY2024, represents a 9%
decrease. It is a testament to our unwavering
commitment to sustainability, as we continue
to purchase more fuel-efficient vehicles and
increase the proportion of EV and hybrid
vehicles on our fleet.
Greenhouse gas emissions Unit FY2024
(Restated)
FY2023
(Baseline)
FY2022
Scope 1 UK tCO
2
e 11,463 13,337 16,586
Combustion of fuel and operation of facilities
1
Non-UK tCO
2
e 3,432 2,967 3,187
Scope 2
UK market-based
2
tCO
2
e 2,500 – –
Electricity, heat, steam and cooling
UK location-based tCO
2
e 3,262 3,154 3,345
Non-UK market-based
2
tCO
2
e 91 – –
Non-UK location-based tCO
2
e 858 1,011 939
Total Scope 1 and 2 market-based emissions UK tCO
2
e 13,963 16,304 19,931
Non-UK tCO
2
e 3,523 6,052 4,126
Total Scope 1 and 2 market-based emissions Group tCO
2
e 17,486 22,356 24,057
Revenue (excluding vehicle sales) Group £m 1,521 1,337 1,094
Intensity ratio
3
Group tCO
2
e per £m of revenue 13 17 22
Scope 3
Category 2: Capital goods Group tCO
2
e 371,400 299,266 326,709
Category 11: Use of sold products Group tCO
2
e 1,915,307 1,350,438 1,001,566
Category 13: Downstream leased assets Group tCO
2
e 83 7,484 918,662 922,909
Other Group tCO
2
e 134,293 106,380 8 7,17 8
Total Scope 3 emissions Group tCO
2
e 3,258,484 2,674,745 2,338,362
Total Scope 1, 2 and 3 emissions Group tCO
2
e 3,275,970 2,697, 101 2,362,419
Energy consumption
Scope 1 UK KWh 53,520,146 65,823,864
Non-UK KWh 13,710,956 21,114,054
Scope 2 UK KWh 15,750,431 20,206,754
Non-UK KWh 4,344,797 4,490,283
1 FY2023 Scope 1 data has been recalculated in line with a refined methodology to calculate vehicle-related emissions used in FY2024 to ensure comparability between each year.
2 Market based values were not split by country in years prior to FY2024.
3 The intensity ratio was calculated using location-based Scope 2 emissions of 19,014 (2023: 22,356) to ensure consistency with previous years.
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We monitor various performance metrics to reduce emissions from our operations and vehicles used by our customers. However, lack of data and inconsistent standards
make reducing value chain emissions challenging. We plan to improve data collection and stakeholder engagement to drive our performance towards achieving our goals.
Metric Scope 1 and 2, and Scope 3 EV resource and capability Charging infrastructure Low emission fleet
Risk/opportunity
Risk
Carbon pricing
Opportunity
Energy efficiency
Risk
Skills gap
Opportunity
Future automotive skill development
Risk
Availability of fit-for-purpose e-LCVs
Opportunity
Supporting the energy transition
Risk
Fit-for purpose e-LCVs
Opportunity
Supporting the energy transition
We monitor our greenhouse gas emissions to
track exposure to carbon pricing, as they act as
indicators of potential future regulatory costs.
We must ensure that we are closing the
skills gaps in the electric vehicle mobility
ecosystem, particularly in repairing and
maintaining low-emission vehicles.
We, along with other installers, can help
ensure sufficient charging infrastructure is
in place to support the energy transition.
Increase the supply of low-emission cars
and optimised e-LCVs to meet diverse
operational requirements.
Progress
Tonnes of CO
2
e % of technicians trained to service and
repair low-emission vehicles
Number of domestic and commercial
EV chargers installed
% of low-emission vehicles in the fleet
FY2024 performance
Scope 1 and 2
17,4 8 6
Scope 3
3,258,484
FY2024 performance
95%
of Northgate UK technicians trained to
EV Level 3 in IMI EV and hybrid vehicles.
FY2024 performance
9,600
FY2024 performance
4.5%
FY2023 performance
Scope 1 and 2
22,356
Scope 3
2,674,745
FY2023 performance
This is the first year of reporting this
statistic and therefore no comparator is
presented.
FY2023 performance
6,700
FY2023 performance
3.6%
Comment
New, more efficient ICE vehicles and an
increasing proportion of EV and hybrid vehicles
entering our fleet, along with a reduction in the
distances travelled by our vehicles in the UK,
have resulted in a 15% overall reduction in Scope
1 and 2 emissions. Increased fleet size and
vehicle use led to higher Scope 3 emissions.
We are remaining at the forefront of
advancing automotive technology with
our vocational training and instruction
programmes.
Our target is to increase the number of EV
chargers we install year on year, and we
have expanded our pool of installers to
achieve this.
In the UK, e-LCVs on hire more than doubled
in the year to close to 1,000 units. In Spain,
the business was awarded a Moves II Plan
grant by the EU to support the purchase of
500 additional EVs and 3,000 telematics units.
Climate metrics and targets.
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TCFD and SECR report continued
Looking forward.
TCFD Element FY2024 Actions Status FY2025 Next steps
Governance
The Sustainability Committee discussed carbon reduction targets and the
production of a net zero transition plan to be launched in FY2025.
A supporting climate disclosure policy will be launched alongside the net zero
transition plan.
New Group ESG policies have been developed and communicated.
A suite of ESG commitments has been developed, complemented by a broad
spread of metrics.
Further work will be undertaken to enhance ESG and climate disclosure reporting
to meet emerging UK and EU regulations.
Strategy
We have developed carbon literacy training material to improve the knowledge
and skills of our people.
The new carbon literacy training programme, which uses the new material, will be
rolled out.
We have undertaken site energy assessments to meet our obligations under the
Energy Saving Opportunity Scheme (ESOS)
We will submit our ESOS report to the Environmental Agency and incorporate its
recommendation within our Transition Plan.
Risk management
We routinely assess the continuing suitability of business continuity plans to
address many issues including severe weather events.
No further action is required.
A suite in transition risk and opportunity metrics has been outlined in the report.
The plan will outline our actions to address risks and opportunities related to the
net zero transition.
Metrics and targets
Presentations were given at management boards to communicate the carbon
targets we set.
We are developing a communication plan to inform our stakeholders of the new
suite of ESG commitments that have been developed.
We calculated our Scope 3 footprint for both FY2023 and FY2024 this year, whilst
also refining our methodology.
Continue to evaluate Scope 3 data and work towards the setting of a Scope 3
reduction target within the next two to three years.
A GHG Management Plan was developed to prescribe the process and systems
for effective GHG emission data gathering.
Use the prescribed methodologies with the plan to inform our disclosure to the
emerging UK and EU sustainability reporting regulations.
Status key: Further development needed On-track
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Non-financial and sustainability information statement
Reporting requirement Policies and standards which govern our approach Risk management and additional information
Environmental matters • Environmental statement
• Health and safety policy
• Waste minimisation and recycling policy
• Whistleblowing policy
Stakeholder value and impact pages 30 to 31 Sustainability progress pages 66 to 68
Our people
• The Respect Training eLearning package
• Responsible business policy
• Code of business conduct
• Whistleblowing policy
• Health and safety policy
Our people pages 32 to 36
Employee numbers by gender page 34
Diversity pages 34 and 97
Stakeholder value and impact pages 30 to 31
CEO’s remuneration compared to employees page 118
Gender pay gap report published on qualifying entities’ websites
Human rights
• Modern slavery statement
• Code of business conduct
• Whistleblowing policy
Governance page 88 Ethics, anti-corruption and compliance page 96
Anti-corruption
and anti-bribery
• Code of business conduct
• Whistleblowing policy
Governance page 96 Ethics, anti-corruption and compliance page 96
Social matters Our people pages 32 to 36
Charity and community page 35
Stakeholder value and impact pages 30 to 31
Policy embedding,
due diligence and outcomes
Governance framework and structure
pages 92 to 93
Board activity during the year page 91
Report of the Audit Committee pages 103 to 107
Principal risks and impact
on business activity
Identifying and managing risks pages 54 to 57 Principal risks and uncertainties pages 58 to 63
Description of business
model
Our business model pages 28 to 29 Our strategy pages 16 to 17
Non-financial
key performance indicators
Operational highlights page 2 Key performance indicators pages 38 to 39
Non-financial and sustainability information statement.
We continue to evolve our non-financial disclosures in line with emerging recommendations and principles, ensuring we remain compliant with the reporting
requirements in sections 414CA and 414CB of the Companies Act. The information is included by cross-reference and further non-financial information is
available in our Sustainability report and on our website www.zigup.com.
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Non-financial and sustainability information statement
continued
Companies Act (2006) climate-related financial disclosures.
Disclosures in compliance with the requirements of the UK Companies Act 2006 (as required by 414CA and 414CB) can be found in our report as follows:
Companies Act climate-related financial disclosure Location of disclosure within this report
Governance arrangements for assessing and managing climate-related risks and opportunities Climate governance page 69
How ZIGUP identifies, assesses and manages climate-related risks and opportunities Climate risk management page 71
Integration of climate-related risk identification, assessment and management processes into our overall risk management process Identifying and managing risks pages 54 to 57
Climate risk management page 71
Principal climate-related risks and opportunities arising in connection with our operations Climate-related risks page 74
Climate-related opportunities page 75
The time periods by reference to which those risks and opportunities are assessed Climate risk management page 71
The actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy in different climate-related scenarios Climate-related risks page 74
Climate-related opportunities page 75
Resilience of our business model and strategy in different climate-related scenarios Climate-related risks page 74
Climate-related opportunities page 75
Our targets to manage climate-related opportunities and performance against targets Climate metrics and targets pages 76 to 78
Key performance indicators for assessing progress against targets Climate metrics and targets pages 76 to 78
Looking forward page 79
Key stakeholders
Investors
Employees
Community
Customers
and consumers
Partners
and suppliers
Government
and regulators
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Section 172 statement
Promoting the success of the Company for the benefit of all.
More details on stakeholder engagement
can be found throughout the Annual Report
and Accounts and in particular on page 30
“Our stakeholders”. The following principal
decisions and activities provide specific
examples of how the Board and its Directors
have complied with Section 172 and have
considered, individually and collectively,
stakeholder interests and impacts in
making different decisions that support the
implementation of the Group’s strategy and
the delivery of the Group’s objectives now and
in the longer term. Details of how the Group’s
Board and committees of the Board operate,
their responsibilities, and the matters they
considered during the year are contained in
the Corporate Governance Report on pages
96 to 99.
Throughout the Annual Report and Accounts,
we provide examples of how the Group has
taken into account the likely consequences
of decisions in the long term, fosters and
builds relationships with stakeholders,
understands the importance of engaging with
our employees and gives consideration to
their interests, understands the impact of our
operations on the communities in the regions
where we operate and the environment we
depend upon and attributes important to
behaving as a responsible business.
The Board appreciates the importance
of effective stakeholder engagement and
considers its stakeholders’ views in its decision
making and in setting its strategy. The Board
also understands the need to act fairly between
the Group’s members. Although the Board’s
decisions do not always impact all of the
Group’s stakeholders to the same extent,
by having a process in place for decision
making, the Board ensures that it has due
regard for the interests of its stakeholders,
including employees, customers, suppliers,
shareholders and regulators, when
taking decisions.
In accordance with
Section 172 of the
Companies Act 2006
(Section 172), the
Group and its Directors
act in the way that
they consider in good
faith would most likely
promote the success
of the Company for the
benefit of its members
as a whole.
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Section 172 statement continued
Customers and consumers
• Our integrated proposition provides a broad customer offering across vehicle rental, vehicle data,
accident management, vehicle repairs, fleet management service and maintenance, vehicle ancillary
services and vehicles sales
• The Board has supported this strategy because it affords our customers greater simplicity and efficiency
benefits through outsourcing to us, and we have seen that this approach has been central to our success
in winning a number of large multi-year contracts in recent years
• Recognising the progress that the Group has made since 2020 and the need for the Group to move into
the next stage of growth, the Board approved and oversaw the implementation of a revised strategic
framework, purpose, corporate name, and corporate brand. On the 15 May 2024 the name change of the
Company from Redde Northgate plc to ZIGUP plc was approved by shareholders at a General Meeting
• We regularly engage with our customers to understand their needs and enable them to receive the
widest benefits of our proposition (whilst being mindful of supply chain and other economic challenges).
As part of this, the Board has considered both the services customers look to receive, and the
requirements that underpin demand for these services
• Our financial strength enables the Group to continue to provide both existing and new customers with a
broader product offering. We continue to explore inorganic opportunities to further grow our services and
product suite. We recognise the need to be agile and responsive in a challenging economic environment
benefitting the customers and communities in which we operate
Partners and suppliers
• The Board has taken care in reviewing current and future fleet supply conditions in the markets in which
we operate. In Spain, vehicle supply has been stronger, and in UK&I, whilst supply has recovered more
slowly, the ongoing strength of demand for used vehicle sales has continued to support residual values
of used vehicles. The impacts of supply chain challenges, repair times and hire lengths continue to be
managed successfully in the Claims & Services business
• The Board has also invested significant time and expertise considering the Group’s pipeline of vehicles,
as the Group has focused on building and managing relationships with OEM providers of EV and ICE
vehicles to broaden and enhance our fleet proposition and provide versatility and diversity for our
customers
• The Group regularly reviews its supply chain and maintains appropriate supplier codes of conduct,
including compliance with the national living wage and supporting the welfare of the people who work for
our suppliers. During the year, the Board reviewed and approved an updated Modern Slavery Statement,
which builds on how we work with suppliers to ensure that there is a culture of ethical trading throughout
our supply chain
The Group’s continuing strength in financial performance is underpinned by our business model
and refreshed strategic framework which is central to Board decision making. This is at a time
when the Group and its stakeholders have continued to experience significant challenges both
within the automotive industry and the wider macro environment.
Our strategic focus reflects our consideration of the interests of our key stakeholder groups. As
the Group continues to grow organically and through acquisitions, the Board will continue to
review the Group’s performance and delivery of its strategy.
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Section 172 statement continued
Our people
Effective recruitment, development and reward are essential to the continued success of the Group’s
businesses and strategy, enabling and incentivising our colleagues to deliver value and high levels of
service to our customers.
• For the fourth year running the Group conducted its colleague Have Your Say Survey. In our 2024 survey,
82% of our people indicated their belief that the Group is in a strong position to succeed and grow and
87% of our people were proud of the services that they provide to our customers. Our people are highly
motivated by the Group’s successful communication and delivery of its strategy and its services, and
this feeds through into better financial and customer performance
• Feedback from the employee engagement survey reflected the following key themes: the value that
colleagues assign to the benefits enhancements they had received in the year; leadership support
and a positive culture; confidence in the Group, its business and its opportunity for growth; pride
in the services that we offer our customers; and recognition of the significant improvements in
communications across the Group, which this year focused on the Group’s revised strategic framework,
purpose, corporate name and brand
• The Employee Engagement Forum, chaired by a senior member of the Group Management Board,
met twice during the year and discussed the results of the colleague survey, the significant progress the
Group has made, including in reward, learning and development, our apprenticeship programmes and
supporting the mental health and wellbeing of our workforce
• Much of the engagement this year undertaken with colleagues centred around the Group’s refreshed
strategic framework, for example, a leadership event was held at which colleagues were invited to hear
the Executive Committee present and discuss the refreshed strategic framework and purpose, new
corporate brand, and corporate name. Since the leadership event, employee engagement centring
around the refreshed strategic framework has included internal roadshows, town halls and team
sessions, seeking to ensure our people had the opportunity to better understand their role in delivering
the refreshed strategic framework and our refreshed purpose
The Board has made our people across the Group a focus of its decision making during the year:
Our wider workforce: The Board has placed a significant focus on our people, supporting decisions on pay
and benefits for our wider workforce, including pay review increases (with pay increases for colleagues at
lower salary levels of between 3% and 9%), the launch of our 2023 SAYE and the continuation of the Free
Share programme both of which will continue into FY2025.
The employees of Blakedale and FridgeXpress who joined us following acquisition, now benefit from our
workforce development and reward programmes, and have become part of our team delivering excellent
services to our customers.
For further information on our people, please our people and culture on pages 32 to 36.
Learning, development, and accessibility: The Board has supported our group-wide rollout of
apprenticeship programmes, and broader learning and development opportunities. These include leadership
and management training, our extensive e-learning Academy and an early careers strategy building brand
awareness and relationships with schools and colleges. This year, to promote the automotive sector to young
people, the Group partnered with the Careers and Enterprise Company to engage with schools and colleges,
and held CV clinics and career advice sessions.
Recognising the financial pressures our colleagues face in the current economic climate, the Group has
placed a strong emphasis this year on improving financial wellbeing. In partnership with HSBC, the Group
has delivered face-to-face and online sessions educating employees on “Making the Most of Your Money”.
The Group also launched a new partnership with Charles Cameron, which provides independent, free
mortgage advice to all employees, as well as Wagestream, which is a platform to improve workers’ financial
wellbeing by giving them access to fair financial services based on flexible pay.
In partnership with Movistaud Salud, an employee assistance programme was implemented which provides
health services, counselling, and mental wellbeing support to our Spanish colleagues. As part of this
programme, online health and wellbeing workshops were also administered in partnership with Sanitas.
Diversity and inclusion: The Board during the year reviewed and approved its Diversity and Inclusion Policy
Statement, and in line with the recommendations of the Parker Review approved an ethnic diversity target for
the Executive Committee and its members’ direct reports of 10% to be achieved by 2027.
Remuneration: The Remuneration Committee this year reviewed and approved a new set of LTIP rules and
supported a shareholder resolution at the 2023 AGM for the approval of the new rules.
Our focus on wider workforce remuneration ensures that we continue to attract and retain talent to the Group
and consider the welfare of all our colleagues. The Group continues to benefit from these changes with
retention stable and engagement remaining strong.
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The Strategic Report was approved by the Board
on 10 July 2024 and signed on its behalf by:
Martin Ward
Chief Executive Officer
10 July 2024
Investors
Our unique proposition, continuing strong performance and financial resilience alongside a robust capital
allocation approach offers an attractive proposition to equity investors and debt lenders.
• The Executive Directors maintain a regular dialogue with our shareholders on the Group’s strategy and
performance
• The Blakedale and FridgeXpress business have integrated well into with the Group since acquisition,
growing their customer base and vehicle fleet since acquisition, and generating positive returns for
the Group
• Our shareholders and other stakeholders have been extremely supportive of the decision making the
Group has made in respect of our people, given the long term benefits this has for business performance
and returns
• Our annual general meeting an important event in our calendar, offering a constructive opportunity to
engage with shareholders, hear their views and answer questions about the Group. This year’s AGM will
be held on Tuesday 24 September 2024 and provides an opportunity for shareholders to ask questions
to the Board in person and in advance. Further details are included in the Notice of annual general
meeting
• The Group has maintained a conservative approach to capital allocation and leverage has remained
well within our 1-2x target range, being 1.5x at 30 April 2024. The Board has declared a final dividend of
17.5p per share (FY2023: 16.5.p) to be paid on 27 September to shareholders on the register as at close
of business on 30 August and, including the interim dividend of 8.3p (2023: 7.5p), this brings the total
dividend for the year to 25.8p (2023: 24.0p), a 7.5% increase on the prior year
• On 28 July 2023, the Board decided to launch a £30m buyback programme of the Company’s shares.
The programme completed in June 2024, with 8,375,403 shares purchased in total
• The Group’s strong financial profile supports our longstanding relationships with lenders, providing us
with the financial flexibility to operate and grow our businesses and strategic proposition
The Board will continue to review the capital allocation priorities of the Group, taking into account the
long-term interests of the Group and all of its stakeholders.
Community
• Our focus on community includes those where we, our customers and suppliers work around the world,
as well as the communities we serve. We prioritise positive dialogue with our community stakeholders
as we believe they, collectively, provide our ‘licence to operate’
• The Sustainability Committee also approved a volunteering policy to encourage employees to take an
agreed amount of paid leave to support community projects
• The Group, during the year had made significant progress in its sustainability roadmap. The Board
monitored progress towards the Group’s Scope 1 and 2 targets, reviewed and approved the Group’s
ESG Strategy, and received updates from the CFO and Group Head of ESG at Board meetings on the
work of the Sustainability Committee
Further information
Further information on the Board’s principal activities can be found in the governance section on pages
87 to 127. In accordance with our duty to do so under Section 172(1) of the Companies Act 2006, the Board,
individually and collectively, has acted in a way that it considers, in good faith, is most likely to promote the
success of the Company for the benefit of its members as a whole.
Section 172 statement continued
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86
Corporate
governance.
87 Chairman’s introduction to governance
90 Governance at a glance
91 Board activities
92 Governance structure and responsibilities
94 Board of Directors
96 Corporate governance
100 Report of the Nominations Committee
103 Report of the Audit Committee
108 Remuneration at a glance
110 Introduction to Remuneration report
112 Directors’ Remuneration report
123 Report of the Directors
127 Statement of Directors’ responsibilities in respect
of the financial statements
128 Independent auditors’ report to the members of
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Chairman’s introduction to governance
Directors’ attendance at Board and Committee meetings during the year
is detailed as follows:
Board Nominations
1
Audit
1
Remuneration
1
Number of meetings
10 2 4 4
Avril Palmer-Baunack
2
9 2 3 3
Martin Ward 10 2 4 4
Philip Vincent 10 2 4 4
John Pattullo 10 2 4 4
Mark Butcher 10 2 4 4
Bindi Karia
3
9 1 3 4
Mark McCafferty
4
9 2 3 3
Nicola Rabson
5
9 2 3 3
1 Attendance at the Audit Committee, Remuneration Committee and Nominations Committee by directors
who are not members of those committees is by invitation.
2 Avril Palmer-Baunack was unable to attend one Board meeting, one Audit Committee meeting and one
Remuneration Committee meeting on the same day owing to an external commitment.
3 Bindi Karia was unable to attend one Board meeting, one Nominations Committee meeting and one Audit
Committee meeting on the same day owing to an external commitment.
4 Mark McCafferty was unable to attend one Board meeting owing to an external commitment.
5 Nicola Rabson was unable to attend one Board meeting, one Audit Committee meeting and one
Remuneration Committee meeting owing to an external commitment.
Driving a culture that ensures
alignment of our purpose,
values and strategy.
Avril Palmer-Baunack
Chairman
Dear stakeholder,
On behalf of the Board, I am pleased to present
our Corporate Governance Report for the year
ended 30 April 2024. This section of the Annual
Report and Accounts outlines the key areas of
focus of the Board and its activities during the
year and highlights the Group’s broader corporate
governance framework through which we build
our business and form our decisions. Our Board
is committed to the sustainable and responsible
management of the Group’s businesses as we
continue to drive long term value creation for all
our stakeholders.
Our strategy and performance
Recognising the Group’s customer markets are
undergoing significant structural change, the Board
approved and oversaw the implementation of a
revised strategic framework, purpose, corporate
brand, and corporate name, to ZIGUP plc.
To support this new strategic framework, a new
organisational structure was implemented which
brought the management of the UK&I businesses
closer together, and introduced a new Executive
Committee. A new strategic framework was
introduced to embrace the changing environment in
which the Company and its customers operate.
The refreshed strategic framework will operate
under the three strategic pillars: Enable, Deliver
and Grow.
2024 Governance activities
• The Board during the year assessed and
approved a refreshed strategic framework
and purpose, including a new corporate
brand and corporate name
• Established and approved the
implementation of a new management
structure, to support the refreshed
strategic framework, which included the
establishment of an Executive Committee
• Oversaw the Group’s strong performance,
strategic progress and capital allocation,
including an acquisition within UK&I and
the continuation of the share buyback
programme
• Reviewed previous strategic decisions
and investments and evaluated
the outcomes to further improve
governance processes
• Continued development of our Group
sustainability and ESG strategy including
approval of the Group’s Scope 1 and
Scope 2 targets
• Significant support and benefits
delivered to colleagues across the Group
with continued focus on employee
engagement, particularly concerning the
Group’s refreshed strategic framework,
purpose and new corporate brand and
corporate name
• Commissioned an externally facilitated
evaluation of the Board and its
committees in compliance with the
UK Corporate Governance Code
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Chairman’s introduction to governance continued
Enable: Joined up, sustainable smarter mobility
solutions.
Developing sustainable products, services and
operational capabilities that embrace technologies
to enable increasingly connected mobility within our
customer proposition.
Deliver: A differentiated and responsible customer
experience.
A broad range of leading, complementary services,
trusted by our customers to provide expert advice
and service excellence that exceeds expectations,
delivering industry-leading responsiveness
and operational efficiency.
Grow: Broadening customers and markets, and an
expanded product offering.
Exploring opportunities to responsibly grow the
business’s breadth, size and capabilities, including
into both complementary and new products and
geographies.
This strategic framework reflects the Group’s
progress in automotive technologies and mobility
solutions, its focus on customer service and the
growing opportunities the Group sees across its
businesses together with the Group’s commitment
to investing in its infrastructure and training. The
Group’s strong platform and financial capacity
allow it to plan for future growth, taking further
advantage of structural trends in outsourcing,
supplier rationalisation by customers and enabling
greater connectivity through substantial technology
advancements in both vehicles and customer
engagement. Together with a growing focus on
sustainability throughout automotive and mobility
supply chains, these offer significant opportunities for
the Group to deliver greater value to customers and
grow its capabilities.
The Board continues to see strong performance,
with good delivery against the Group’s strategic
milestones. That success enabled the Group to
acquire FridgeXpress, a leading provider of specialist
temperature controlled vehicles to a broad range of
customers in the UK, continue the Group’s share
buyback programme and deliver increased interim
and final dividends.
Name change
At a general meeting on 15 May 2024 shareholders
approved the Company’s name change from Redde
Northgate plc to ZIGUP plc.
The refreshed strategic framework is allied to a
more modern and forward looking corporate brand
reinforcing the Group’s positive outlook under its
new corporate name. The new brand and name
better reflect the strength and breadth of the Group’s
current proposition, its continued focus on growth
and its commitment to being a leading provider of
responsible and integrated mobility solutions and
automotive services under an updated purpose,
“to keep customers moving, smarter”.
Sustainability
The Group continues to place importance on
embedding ESG principles in its governance
programme which underpins the Group’s long-term
success. During the year the Board approved the
Group’s Scope 1 and 2 targets and approved the
Group’s ESG Strategy. The CFO has responsibility
for oversight of our climate change agenda and
and chairs the Sustainability Committee. Further
information relating to the work of the Sustainability
Committee and climate-related responsibilities,
including TCFD, can be found on pages 66 to 79.
Diversity and Inclusion
The Board recognises the value of diversity and
inclusion to the Group and has made continued
strides to address gender balance targets within its
governance structures. The Board is made up of
37.5% female Directors, and the newly established
Executive Committee, which reports into the Board,
has female representation of 33%. The Company has
recently adopted the recommendations of the 2023
Parker Review with regards to regards addressing
participation of ethnically diverse colleagues at the
Executive Committee level and their direct reports.
The Board having discussed this matter, approved
a target of 10% of ethnically diverse representation
to be achieved by 2027. This target will be monitored
each year and the Nominations Committee will
monitor progress on an annual basis.
Our people
Employee engagement
We were delighted to see that the Group’s workforce
maintained high levels of engagement this year.
For the fourth year running the Group conducted its
colleague ‘Have Your Say Survey’. The Group noted
continued high levels of colleague engagement
across its workforce, scoring 75% which is a 1ppt
improvement compared to the previous year. Key
themes emerging included a clearer understanding
from colleagues on how they could contribute to the
organisation’s success, coming from greater clarity
around our purpose and strategy; positive sentiment
regarding the connections and relationships
colleagues have with their teammates; and a sense
of pride in the service our colleagues provide
to customers.
The Employee Engagement Forum, chaired by a
senior member of the Group Management Board
met twice during the year and discussed matters
including FY2023 Group performance, the Group’s
approach to rewards and benefits, changes to
employee benefits, the Company’s strategy and
the results of the Have Your Say Survey. For further
information relating to the work of the Employee
Engagement Forum see page 125 of the Directors’
Remuneration report.
The Board continues to be committed to engaging
with colleagues to better understand the challenges
and opportunities facing the Group. Much of the
engagement this year undertaken with colleagues
centred around the Group’s refreshed strategic
framework; for example, a leadership event was
held at which 200 colleagues were invited to hear
the Executive Committee present and discuss the
refreshed strategic framework and purpose, new
corporate brand, and corporate name. Since this
event, employee engagement centring around the
refreshed strategic framework was enhanced through
internal roadshows, town halls and team sessions,
seeking to ensure our people had the opportunity to
better understand their role in delivering our strategy
and aligning to our refreshed purpose.
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Learning and development
Over recent years, the Group has continually
invested in its group-wide learning and development
programme, with learning and development
pathways being developed, comprising an extensive
resource library and several short courses developed
and run by internal training facilitators. The Group
also continues to invest in developing and promoting
its Early Careers Programme, and this was reflected
in the growing number of apprenticeships and
trainees we have in the UK, Ireland, and Spain
this year which has increased to 66. In addition, to
promote the automotive sector to young people, the
Group partnered with the Careers and Enterprise
Company to engage with schools and colleges,
running CV clinics and career advice sessions. For
further information on wider workforce benefits and
learning and development initiatives deployed across
the Group, see pages 32 to 36 of the Annual Report
and Accounts.
Stakeholder engagement
The Board’s significant decisions during the year,
and its considerations in making them, are set out
on pages 82 to 85. They explain how the Board’s
decision making during the year has promoted the
success of the Company having regard, amongst
other things, to those matters set out in Section 172
of the Companies Act 2006.
Wider workforce pay and benefits
In FY2024, the Group made pay increases to
colleagues at lower salary levels (with increases
between 3% and 9%) and a capped 3% rise at mid
to senior levels. The Group also continued to deliver
on its commitment to help our colleagues invest
in the Company and promote their alignment with
and participation in the Group’s strategy through
participating in the SAYE scheme and the Group’s
Free Share programme, under which all employees
were provided with £500 of free shares in the
Company’s Share Incentive Plan in October 2023, in
addition to the £500 award made in December 2022.
Currently, 1,800 colleagues participate in the SAYE
scheme, representing 26% of the total workforce.
Recognising the financial pressures our colleagues
face in the current economic climate, the Group has
placed a strong emphasis this year on improving
financial wellbeing. In partnership with HSBC, face-to
face and online sessions educating employees on
“Making the Most of Your Money” has been delivered.
The Company also launched a new partnership with
Charles Cameron, which provides independent,
free mortgage advice to all employees, as well
as Wagestream, which is a platform to improve
colleagues’ financial wellbeing by giving them access
to fair financial services based on flexible pay.
In partnership with Movistaud Salud an employee
assistance programme was implemented which
provides health services, counselling, and mental
wellbeing support to our Spanish colleagues. As
part of this programme, online health and wellbeing
workshops were also administered in partnership
with Sanitas.
Compliance with the UK Corporate
Governance Code 2018 (the Code)
The Company has complied with each of the
provisions of the Code. During the year the Board
also discussed and planned for the changes to
the UK Corporate Governance Code, which will
be effective for the financial year beginning on
1 January 2025.
Board effectiveness
As Chairman, I am responsible for ensuring that the
effectiveness of the Board, its Committees and each
individual Director is evaluated annually. In 2024
and in line with best practice, an externally facilitated
evaluation was carried out. The conclusions of this
evaluation were reported to the Board and positively
highlighted that the Board and its committees
continue to work together in a highly effective way.
Further information relating to the Board evaluation
can be found on pages 97 to 98 of the Corporate
Governance Report.
Avril Palmer-Baunack
Chairman
10 July 2024
Principles of the Code
1.
Board leadership and Company purpose 96
Chairman’s introduction to governance 87 to 89
Purpose, values, and strategy 2 to 19
Culture 96
Board stakeholder engagement and
decision making
82 to 85
Key performance indicators and strategic
performance
38 to 39
Risk assessment 58
Risk management 54 to 57
Rewarding our workforce 110 to 111
2.
Division of responsibilities 93
Our Board and governance structure 92
Independence and time commitments 101
Committee reports 100 to 122
Board and committee meeting attendance 87
3.
Composition, succession, and evaluation 100 to 102
Our Board 94 and 95
Our Board and governance structure 92
Nominations Committee Report 100 to 102
4.
Internal control 98
Audit Committee report 103 to 107
Statement of Directors’ responsibilities 127
Principal risks and emerging risks 58 to 63
Going concern 144
Viability statement 64
5.
Remuneration 110 to 111
Directors’ Remuneration report 110 to 122
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90
Board independence
as at 30 April 2024
Chairman independent on
appointment
1
Executive Directors 2
Independent Non-Executive
Directors
4
Additional Non-Executive Director 1
Board ethnicity balance
White 7
Ethnic minorities 1
Board gender balance
Male 5
Female 3
Non-Executive Director (including
Chairman) tenure as at 30 April 2024
0-3 years 2
4-7 years 3
7+ years 1
ZIGUP
Approval of ZIGUP – a new name and
brand with a refreshed purpose and
strategic framework.
External Board evaluation process conducted in FY2024
An external Board evaluation was conducted in the year with the process followed as below. Further
details of the outcome of the Board evaluation can be found on pages 97 to 98.
New Executive
Committee
FY2024 saw the establishment of an
Executive Committee. Details of our
new governance structure can be
seen on page 92.
1 Applying UK Office for National Statistics ethnicity categories of: Asian; Black; Mixed/Multiple Ethnic Groups;
Other Non-White Ethnic Group, in alignment with the UK Listing Rules.
Governance at a glance
Year 1 – External
Externally facilitated
Board evaluation.
Stage 2 – March/April 2024
Board member interviews focusing on the below three components.
Structural – Board composition, mandate, and governance framework
Operational – Processes and systems that support and enable the
day to day functioning and operation of the Board and its Committees:
Cultural/behavioural: Impact of intra-Group dynamics on Board
effectiveness and performance.
Year 2 – Internal
Internal evaluation
facilitated by the Company
Secretary.
Stage 3 – April 2024
The Non-Executive Directors
met without the Chairman
to review the Chairman’s
performance based on the
feedback received from
the interviews.
Stage 5 – April 2024
The Board approved an action
plan which will be implemented
during 2024/2025. The action
plan will address the key
comments made during the
evaluation process.
Year 3 – Internal
Internal evaluation
facilitated by the Company
Secretary.
Stage 1 – February 2024
The Chairman’s proposal on
how they plan to facilitate
the annual board evaluation
for 2024 was reviewed and
approved by the Board.
Stage 4 – April 2024
Specific feedback was shared
on an individual basis and the
overall outcome and feedback
was shared and discussed
by the Board at its April
Board meeting.
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Board activities
Our annual agenda reflects our strategy and gives us sufficient time to discuss and develop our strategic proposals and monitor Board performance. Below, we have set out some of the
matters considered during the year, different stakeholder groups central to those decisions, as well as the outcomes. Our Section 172 statement on pages 82 to 85, illustrates how the Board
considered stakeholder views and the outcome of those considerations.
Matters considered Stakeholders considered Outcomes
Strategy and execution
Strategy discussions included:
• Review of refreshed strategy, purpose, corporate brand, and corporate name
• Investments (including acquisitions) and strategic partnerships
• Succession planning and implementation of a new management structure,
for the UK&I and Claims & Services businesses
• Customers and consumers
• Employees
• Investors
• Partners and suppliers
• Supported a refreshed strategic framework, which was launched in May 2024
and agreed a new corporate brand and corporate name
• Reviewed each businesses strategic update assessing the market, risks
and opportunities
• Approved smaller investments that help deliver against our strategic milestones
Financial oversight and
climate-related reporting
Scrutinised and monitored financial performance data and performance,
including:
• Trading and performance
• Full year and half year results
• Going concern and viability statements
• Dividend payments and share buyback programme
• Annual Report including reporting against TCFD requirements
• Customers and consumers
• Employees
• Investors
• Partners and suppliers
• Reviewed in detail the Group’s financial position, including working capital and net debt
• Agreed the budget for FY2024 including our three-year plan
• Declared the interim dividend and supported the proposal for the final dividend
• Approved the going concern assumption and viability statement
• Reviewed and approved the full year and half year financial results and Annual Report
and Accounts
Operational management
We received regular updates from the Chief Executive Officer on:
• Group operations
• Capital project execution
• Employee engagement and incentivisation
• Strategic initiatives
• Customers and consumers
• Employees
• Investors
• Partners and suppliers
• Challenged Group operations, including capital projects
Governance
Governance is at the heart of the Board agenda, including
consideration of:
• Stakeholder engagement mechanisms
• Board effectiveness
• Our Governance framework
• Our Delegation of authority framework
• Policies and processes
• Customers and consumers
• Employees
• Investors
• Partners and suppliers
• Progressed actions from the last year’s internally facilitated Board effectiveness review
and this year commissioned an external Board evaluation review
• Implemented a new Group Policy Framework
• Reviewed investor feedback received from the Group’s full year and half year results
• Implemented changes to improve the management structure and introduction of the
Executive Committee
• Approved changes to simplify the Delegation of authority framework
• Approved updates to policies to ensure alignment with best practice
People and culture
The Board focused on:
• Employee engagement survey
• Diversity and inclusion
• Board and senior management succession
• Employees
• Community
• Reviewed the feedback from the Group’s employee engagement survey and
supported the action plan
• Establishment of the Executive Committee to coincide with the Group’s refreshed
strategic framework and reviewed succession plans for senior management which
led to the new management structure within the UK and Ireland and
Claims & Services businesses
Risk
The Board reviewed the Group’s approach to risk management and completed
deep dives of principal risks
• Customers and consumers
• Employees
• Investors
• Partners and suppliers
• Community
• Considered emerging risks
• Reviewed each principal risk to ensure they remained appropriate
• Approved the risk appetite for each principal risk
• Reviewed controls associated with principal risks
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Board
The Board’s role is to ensure the long term sustainable success of the Group by setting our strategy through which value can be created and preserved for the mutual benefit of our shareholders, customers, employees and the
communities we serve. The Board provides rigorous challenge to management and ensures the Group maintains an effective risk management and internal control system with oversight of the Group’s
risk management processes and key risks.
Executive Committee
Responsible for the developing, implementing and monitoring the execution of strategic objectives as well as horizon scanning for further strategic opportunities.
Key Executive-led committees
Governance structure and responsibilities
There is a clear and effective leadership structure in place for the Group. The Board has established three principal Board committees to assist on the execution of its responsibilities. These are the Audit Committee,
Remuneration Committee and Nominations Committee. Each committee operates under its own terms of reference which are approved by the Board. The terms of reference are reviewed annually and can be found on the
Company’s website www.zigup.com
Audit Committee
Provides independent assessment of the financial
affairs of the Group, reviews and provides oversight
of financial reporting controls. Responsible for reviewing the
effectiveness of the internal and external audit processes.
The Committee comprises of Non-Executive Directors only.
Report of the Audit Committee on
Pages 103 to 107
Sustainability Committee
Responsible for defining the Group’s strategy relating to
sustainability matters and is responsible for governance over
its programme, including climate-related reporting and for
implementing the Group’s sustainability strategy.
Group Risk Committee
Assists the Board in its oversight of the risk management
framework and is designed to identify, manage and mitigate the
risks that the Group faces in the operation of its businesses and
the execution of its strategy.
Group Management Boards
Responsible for the day to day management of the business.
Remuneration Committee
Responsible for determining and approving the Remuneration
policy and recommending its approval to shareholders.
Responsible for setting the remuneration of the Chairman,
Executive Directors, Executive Committee and the Group
Management Boards. Having regard to pay across the
workforce. Ensuring that workforce policies and practices
are aligned with the Company’s purpose, values, and long
term strategy. The Committee comprises the Chairman and
independent Non-Executive Directors.
Report of the Remuneration Committee on
Pages 110 to 122
Nominations Committee
Responsible for keeping under review the skills and experience
of the Board and its committees; the recruitment of new
Directors; ensuring orderly succession plans for the Board,
Executive Committee and the Group Management Boards;
and for overseeing the implementation of the Board Diversity &
Inclusion Policy. The Committee comprises the Chairman and
independent Non-Executive Directors.
Report of the Nominations Committee on
Pages 100 to 102
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Governance structure and responsibilities continued
Responsibilities of those charged with governance.
As at the date of this report, our Board comprised a Non-Executive Chairman, four Independent Non-Executive Directors, one additional Non-Executive Director and two Executive Directors. There is a clear division between
Executive and Non-Executive responsibilities, which ensures accountability and oversight. The roles of Chairman and Chief Executive are separately held, and their responsibilities are well-defined and set out below. The
Chairman and the other Non-Executive Directors meet routinely without the Executive Directors, and individual Directors engage with senior management and other members of the Group’s workforce, during and outside
Board meetings, in order to gain first-hand experience of our operations. The Board is supported by the Company Secretary, to whom all Directors have access for advice. The table below summarises the key responsibilities
of each of the Director roles on the Board.
The full terms of reference of the Audit, Remuneration and Nominations Committees can be found on the Group’s corporate website
www.ZIGUP.com
Responsibilities
Board
• Monitoring progress against the strategy of the Group and ensuring long
term success for the benefit of all stakeholders
• Ensuring that adequate resources are available so that strategic
objectives may be achieved through the annual planning process and
ongoing monitoring
• Reporting to and maintaining relationships with stakeholders
• Compliance with laws and regulations and good corporate governance and
• Ensuring that the Group’s risk management and internal control systems
(both financial and operational) are fit for purpose and operating as they
should be
Executive Directors
• Ensuring the Group strategy is executed effectively through the
Executive Committee
• Monitoring Group performance
• Managing the Group’s financial affairs and
• Implementing the systems of internal control
Executive Committee
• Developing and implementing strategy
• Overseeing operational plans
• Devising Group policies and procedures
• Monitoring operational and financial performance
• Assessing and controlling risk
• Prioritising and allocating Group resources
Individual Role
Chairman
• Oversees Board responsibilities
CEO
• Develops and executes the strategic plan and manages risk
Senior independent
Director
• Oversees governance procedures
Committee Chairman
• Oversees Committee responsibilities
Non-Executive Director
• Carries out Board responsibilities
Company Secretary
• Facilitates effective operation of the Board and Board committees
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Board of Directors
Avril Palmer-Baunack
Non-Executive Chairman
Martin Ward
Chief Executive Officer
Philip Vincent
Chief Financial Officer
John Pattullo OBE
Senior Independent Director
Joined Board August 2019 Joined Board February 2020 Joined Board July 2018 Joined Board January 2019
Key areas of expertise Key areas of expertise Key areas of expertise Key areas of expertise
Avril has more than 25 years’ experience
in leading businesses in the automotive industry in
a number of senior executive and non-executive roles
and was appointed as Non-Executive Chairman in
August 2019.
Martin was appointed to the Board as CEO
in February 2020 as the former CEO of Redde plc, having
been on the Board of Redde plc since 2009, after joining
a subsidiary of the Group as Managing Director in 2005.
Martin has over 25 years’ insurance industry and vehicle
sector experience.
Philip was appointed as CFO in July 2018. He has
extensive experience in senior finance roles across a
range of sectors worldwide.
John was appointed to the Board as a Non-Executive
Director in January 2019, Senior Independent Director
in September 2019 and Chairman of the Remuneration
Committee in May 2022 and has a wide range of
experience in a number of executive roles in the
consumer goods and logistics sectors and non-executive
roles across a range of other industries.
Current external appointments Current external appointments Current external appointments Current external appointments
Executive Chairman of Constellation Automotive Group. None None None
Previous experience Previous experience Previous experience Previous experience
Avril previously held roles as Non-Executive Chairman
of Quartix plc, Non-Executive Chairman of Redde
plc, Executive Chairman of Stobart Group and Chief
Executive Officer of Autologic Holdings plc and Chief
Executive Office of Universal Salvage plc.
Martin jointly founded the Rarrigini & Rosso Group in
1994, a leading independent wholesale motor fleet,
property and risk management insurance business, which
was later acquired by THB plc in 2003. Martin has an
MBA from Durham University.
Philip was previously Regional Finance Director Asia
Pacific of SABMiller plc and before that he was the Group
Director of finance and control. Prior to SABMiller, Philip
held several senior positions at BBC Worldwide, the
largest commercial arm of the BBC, including three years
as Group CFO and Board Director. Philip is a qualified
Chartered Accountant, having trained with KPMG.
John was Chairman of V Group until December 2020.
Other previous non-executive roles include Non-
Executive Director of Wincaton plc, Senior Independent
Director and Remuneration Committee Chairman of
Electrocomponents plc, Chairman of NHS Blood &
Transplant, Chairman of Marken Logistics and Chairman
of In Kind Direct, a Prince’s charity. Chief Executive
Officer of Ceva Logistics Ltd between 2007 and 2012.
Before that, John worked for Exel plc/DHL where he led
the EMEA logistics business and, prior to that, held a
number of senior global supply chain appointments with
Procter & Gamble.
Key
C
Chairman of Committee
N
Nominations Committee
A
Audit Committee
R
Remuneration Committee
A
R
N
The Directors of the Company who were in office during the year and at the date of signing the financial
statements are as noted within these pages.
Our leadership.
N
R
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Board of Directors continued
Key
C
Chairman of Committee
N
Nominations Committee
A
Audit Committee
R
Remuneration Committee
Mark Butcher
Non-Executive Director
Bindi Karia
Non-Executive Director
Mark McCafferty
Non-Executive Director
Nicola Rabson
Non-Executive Director
Joined Board September 2019 Joined Board May 2022 Joined Board February 2020 Joined Board November 2022
Key areas of expertise Key areas of expertise Key areas of expertise Key areas of expertise
Mark was appointed to the Board as a Non-Executive
Director and Chairman of the Remuneration Committee
in September 2019; since 2020 he has chaired the
Audit Committee. Mark has more than 20 years’ public
company experience including international accounting,
corporate finance and banking transactions, as well as
sitting on a number of public company boards.
Bindi was appointed to the Board as a Non-Executive
Director in May 2022. Bindi brings deep experience in
technology and innovation having held senior board,
investment and advisory roles across the technology
ecosystem in Europe.
Mark was appointed to the Board as a Non-Executive
Director in February 2020. Mark had previously joined
the Board of Redde plc as Non-Executive Director in
March 2009, chairing the Remuneration Committee for
a large part of his tenure. He brings extensive sector
management and commercial experience, having spent
six years as CEO of Avis Europe plc.
Nicola was appointed to the Board as a Non-Executive
Director in November 2022. Nicola is a well-known figure
in the employment law world with significant experience
advising public companies and other clients on people
issues and governance, and on their strategic initiatives
such as those relating to diversity and workplace culture.
Current external appointments Current external appointments Current external appointments Current external appointments
Non-Executive Director of National Milk Records plc and
Zytronic plc.
Venture Partner at Molten Ventures Plc, a European
Technology Venture Capital Fund. Bindi is also an
advisory board member of CognitionX, Humanity Health
and Wrisk Ltd and a World Economic Forum member for
the Digital Leaders of Europe. Bindi also serves on the
University of East London Board of Governors, where she
is also Chair of the Ethics Advisory Committee.
Adviser to CVC Capital Partners, as well as Chairman of
the Warwickshire CCC Board and Non-Executive Director
of European Professional Club Rugby.
Nicola is a partner in the London office of Linklaters LLP, a
Trustee of the Global Media Campaign to End FGM,
a Governor at Royal Russell School and Non-Executive
Director at Kent Football Association.
Previous experience Previous experience Previous experience Previous experience
Non-Executive Director of AssetCo plc
from 24 October 2012 to 30 March 2023. Mark has more
than 20 years’ public company experience working
predominantly for GPG (UK) Holdings plc, the UK
investment arm of Guinness Peat Group plc, where he
managed a significant proportion of group investments.
Bindi has previously held a variety of senior technology
roles, including as a Digital Advisory Board member at
The Very Group and Centrica, as well as senior roles at
Silicon Valley Bank, Microsoft Ventures and PwC.
Prior to Avis, Mark was Group Managing Director of
Thomas Cook’s global travel and foreign exchange
business and before that spent seven years with
Midland Bank International in corporate finance and
international operations. He was CEO of Premiership
Rugby for 14 years until July 2019. Mark previously
held non-executive directorships with HMV Group plc,
Umbro plc and Horserace Totalisator Board (Tote).
Nicola headed up the global employment and incentives
practice of Linklaters LLP from 2014 until 2021 and has
also sat on Linklaters LLP’s Remuneration Committee
and London Executive Committee. Nicola is qualified
as a solicitor in England and Wales and is a CEDR
accredited mediator.
A
N
R
A
N
R
A
N
R
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Corporate governance
Workforce engagement
The Employee Engagement Forum which is chaired by a senior member of the Group Management Board
and helps the Board, the Executive Committee and the Group Management Board to understand the views
of the workforce and to facilitate feedback between the workforce and the Board on an ongoing basis. This
provides the Board with in-depth insight into how culture is embedded across our Group, and any issues that
need to be addressed. The views of employees are measured through an annual employee engagement
survey, which is designed to gauge how colleagues feel about the Group, how well they understand its
direction, and their level of satisfaction and engagement with their work. An analysis of the results of the
employee survey is presented to the Board. This year, the main focus of the Group’s employee engagement
mechanism was on discussing the Group’s refreshed strategic framework, purpose, corporate brand and
corporate name. For further information relating to employee engagement please see page 111 of the
Directors’ Remuneration report.
Ethics, anti-corruption and compliance
Our Code of Conduct, applicable to employees of ZIGUP PLC, sets out our ethical standards and guidance
on behaving responsibly. Our statement of compliance with the Modern Slavery Act 2015 is published on
our website. Compliance training is conducted and tracked through our e-learning platform. The Group has
a formal whistleblowing policy and procedures ensuring every employee can have a voice and a means to
raise concerns to the Group. The Chairman of Audit Committee holds ultimate responsibility for managing
any reports; in FY2024, no matters were identified as sufficiently material to be escalated for their attention.
The Committee ensures that arrangements are in place for the proportionate and independent investigation of
these and other matters via the relevant subject matter expert team.
Shareholder engagement
Shareholders play a valuable role in safeguarding the Group’s governance through means such as annual re-
election/election of Directors, monitoring and compensating Director performance and constructive dialogue
with the Board. The Company engages actively with analysts and investors and is open and transparent in
its communications. The Board is updated regularly on the views of its shareholders through briefings and
reports from those who have interacted with shareholders, including the Directors, the Head of Investor
Relations and the Company’s equity brokers.
The Board and the Company’s investor relations team engage directly with investors through a variety of
communication channels to ensure prompt and effective communication:
• The Annual General Meeting, which allows shareholders the opportunity to engage with the Directors and
Chairmen of each of the Board committees
• Presentations and briefings given by the CEO and CFO, particularly at the time of announcing the Group’s
half year and full year financial results
• One to one meetings with institutional shareholders on a regular basis by the Chairman and Senior
Independent Director
• CEO and CFO meet with shareholders following six-monthly results announcements or in the intervening
period if necessary
• Direct shareholder consultations when considering matters of material impact to the Group, such as
consultation on the Remuneration report and policy, or indirect engagement
UK premium listed companies are required by the FCA (the designated UK Listing
Authority) to include a statement in their annual accounts on compliance with the
principles of good corporate governance and code of best practice, being the UK
Corporate Governance Code which was updated in July 2018. The provisions of the
Code applicable to listed companies are divided into five parts, as set out below:
1. Board leadership and Company purpose
The Board’s ultimate objective is the long term sustainable success of the Group. The Board assesses the
basis on which the Company generates and preserves value over the long term. Opportunities and risks
to the future success of the business have been considered and addressed, contributing to the delivery of
the Group’s strategy. Information on this can be seen throughout this Corporate Governance Report, the
Directors’ Report, each of the Board Committee reports, the Directors’ Remuneration report and the Strategic
report.
Section 172
The Board is committed in its duties in relation to Section 172 of the Companies Act to promote the success
of the Company. The Board seeks to understand the views of the Company’s key stakeholders and how their
interests and the matters set out in Section 172 are considered in Board discussions and decision making. A
description on how the Board has evidenced this is included in the Section 172 statement on pages 82 to 85.
How the Board monitors culture
The Board recognises that delivering for all our stakeholders, in line with our purpose to keep customers
moving, smarter and our vision of offering an imaginative market leading customer proposition, is underpinned
by our culture.
The Board regularly monitors the culture of the business in a number of ways:
• Through interaction with Executives, members of the leadership team, and other colleagues in Board
meetings
• Through regular Board agenda items and supporting papers, covering culture indicators such as risk
management, Group Internal Audit reports and follow-up actions, customer engagement, health and safety,
whistleblowing, modern slavery, and regulatory breaches
• Through receipt of reports from Executives on a range of indicators, including staff engagement, retention,
absence, gender pay, diversity, and the results of employee surveys
During the year, the Board was satisfied that the Group’s workforce policies practices and behaviour
were aligned with the Company’s purpose, values, and strategy and that no correction was required by
management. The Board reinforces our culture and values through its decisions, ensuring that decisions
made are within the approved risk appetite of the Group and aligned with the Group’s strategy
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Corporate governance continued
Following the acquisition of Redde plc by the Group in 2020, Mark McCafferty joined the Board. Prior to this,
he had completed 10 years’ service on the Redde Board. As Mark has served on the Board for over nine years
due to his previous service on the Redde plc board as set out in provision 10 of the Code, this is a matter
that is relevant to the Board’s determination of independence. Upon assessment against this criteria, Mark
McCafferty is not considered to be independent.
The Board remains of the opinion that despite Mark not being considered independent he was objective
throughout the year despite his previous relationship with the Redde business and that he continued to make
thoughtful and valuable contributions to the Board and continued to constructively challenge management
and other members of the Board as appropriate.
3. Composition, succession and evaluation
The Nominations Committee report (pages 100 to 102) sets out its activities during the year, including
information on succession planning, diversity, and inclusion.
The Nominations Committee are confident that the Board is equipped with the right mix of skills and
experience to deliver long term strategic objectives. The Directors have sufficient time to execute their duties.
The Committee met twice in the year satisfying its terms of reference.
Diversity
Embracing diversity, in all its forms, enables individuals to share their own perspectives which promotes
inclusivity and supports good decision making by the Board. The Board recognises the many benefits
of building a diverse leadership team. The FTSE Women Leaders Review also reflected the progress
the Company made during the year. As a Board 37.5% of our representation is female. Whilst the Board
recognises that the representation of women on the Board does not currently meet the UK Listing Rules target
of 40%, the Nominations Committee alongside the Board will continue to monitor all aspects of diversity
including gender.
Board evaluation
In line with the Code requirements for an independent external review of Board effectiveness to be carried
out every three years, this year’s Board effectiveness review was carried out by Jillian Naylor of Equitura
LLP an independent external consultant, supported by the Company Secretary. Ms. Naylor has no other
connection with the Company. The review focused on three key areas: (i) structural (Board composition,
mandate and governance framework); (ii) operational (processes and systems that support the day to day
functioning and operation of the Board and its committees); and (iii) cultural and behavioural (impact of intra-
Group dynamics on Board effectiveness and performance).
In order to gain rich insights, the facilitator held individual interviews with each Board member, along with
consideration given to previous Board effectiveness review reports and data, terms of references for
committees and relevant strategy, risk and control policies and frameworks. The final report was presented
to the Board to facilitate a discussion around some of the Board’s recommendations and to agree a set of
actions for the year.
• Annual and interim reports and results presentations which are available to all shareholders and also
include the contact details for the Company Secretary
• This year the Company held investor meetings and internal roadshows in key business locations to discuss
the Group’s refreshed strategic framework, purpose, new corporate brand, and corporate name
• During the year the Group held an investor session to provide further insight into the Claims & Services
division
• Our corporate website, which has a dedicated investor relations section and contact details
The Group’s financial results and other news releases are published via the London Stock Exchange’s
Regulatory News Service or another Regulatory Information Service. In addition, these news releases are
published in the Investor Relations section of the Group’s website at: www.zigup.com
Shareholders and other interested parties can subscribe to receive these news updates by email by
registering online via the website.
2. Division of responsibilities
The business is managed by the Board of Directors. More information about the members of the Board can
be found on pages 94 to 95. An overview of the leadership of the Group, including the responsibilities and
activities of each component, is outlined on pages 92 to 95.
Information and communication
The Chairman ensures that all Directors are appropriately briefed so that they can discharge their duties
effectively. Management accounts are prepared and submitted to the Board monthly. Before each Board
meeting appropriate documentation on all items to be discussed is circulated. The Company Secretary is
available to the Non-Executive Directors and can facilitate Board training events whenever required. The Non-
Executive Directors meet without the Executive Directors present and the Senior Independent Director leads
the evaluation of the Chairman.
Each reporting segment of the Group prepares monthly management accounts which include a comparison
against their individual business plans and prior year performance. Management reviews any variance from
targeted performance levels. These commentaries are consolidated and submitted to the Board. Year-to-date
actuals are used to guide forecasts, which are updated regularly and communicated to the Board.
Independence
Pursuant to those provisions of the Companies Act 2006 relating to conflicts of interest and in accordance
with the authority contained in the Company’s Articles of Association, the Board has put in place procedures
to deal with the notification, authorisation, recording and monitoring of Directors’ conflicts of interest and
these procedures have operated effectively throughout the year and to the date of signing of this Annual
Report and Accounts. During the year, the Board adopted a revised Conflicts of Interest Policy, which now
includes procedures for recording and monitoring conflicts of interest at the senior management level.
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Review of Chairman’s performance
Led by the Senior Independent Director, the Non-Executive Directors met without the Chairman being
present, to discuss her appointment as Chairman. They considered that she provided robust leadership for
the Board, facilitated open and constructive challenge, and provided operational and sector experience.
The facilitator’s conclusions were that the Board is a highly effective Board that displays key strengths across
all assessment criteria analysed in the review and that progression and impact had been achieved since the
last external review, in respect of previously identified areas of focus.
Particular strengths were identified as:
• Inclusive Board with a strong collective sense of purpose
• Highly efficient, disciplined and outcome orientated Board with a balanced focus, delivering across all
aspects of Board mandate
• A highly experienced Board with a broad and diverse range of skills, perspectives and experiences
• Open and respectful ethos within Board and committee settings which enables constructive challenge,
decision making and individual contribution
• The Board and its committees support, enable and contribute to overall Board effectiveness
• The Board and its committees are very well supported by the Company Secretary and management in
undertaking their functions
The recommendations of the facilitator and related progress thereto are noted below:
2024 recommendations Progress
1. Continue to maintain focus on and exercise oversight
over the Executive succession planning strategy that
has progressed during 2023.
Succession planning for the Board,
Executive Committee and Group.
Management Boards is a standing item
on the Nominations Committee agenda.
2. More strategic time together as a board outside
of formal meetings to develop and identify growth
opportunities, innovation, and technology development,
utilising members’ expertise and experience.
A strategy session is due to be held shortly
to review the Group’s new three-year
strategic plan in greater detail.
3. Streamline the presentation of key risks, to further
enhance efficiency and Board focus.
A revised risk reporting format will be
delivered to quarterly Board meetings.
Corporate governance continued
In addition, the Board ensured that the following actions were taken during 2024, following on from the
2022/2023 Board evaluation.
2023 recommendations Actions
Increase Board focus on risk appetite and critical areas
such as IT, and on medium and long term strategic
debate.
The Board assumed direct oversight of risk
from the Audit Committee, and both broad/
sectoral and specific risks are regularly
reported on and discussed at the Board.
Increased focus placed on learning and development
across the Group including at leadership level.
The Board during the year had specific training
on ESG focusing particularly on the changing
regulatory and governance landscape as
well as presentations on strategic matters.
The Board also made a visit to the Group’s
operations in Spain.
The Board recognises the importance of succession
planning and maintaining a continued focus on diversity
and inclusion on the Board and more widely in the
Group’s businesses.
Significant progress was made at Board and
senior management level in meeting the
diversity levels expected of a Group of our size
and nature.
4. Audit and internal control
The Audit Committee report on pages 103 to 107 describes the work of the Committee and how it discharges
its roles and responsibilities.
The Board is accountable for the Group’s success and dealing with the challenges it faces. The Board
reviews the results, risks and opportunities facing the Group. The Audit Committee plays a key part in
this work, monitoring and evaluating the Group’s processes and internal controls and providing a layer of
independent oversight over our key activities.
The Group’s systems of risk management and internal control ensure that our businesses operate within
risk appetite levels approved by the Board. These are set out in the Identifying and managing risk report on
pages 54 to 63.
Internal control
Although no system of internal controls can provide absolute assurance against material misstatement or
loss, the Group’s own systems are designed to provide the Directors with reasonable assurance that, should
any problems occur, these are identified on a timely basis and dealt with appropriately. Confirmation that the
Board has performed an assessment of the risk management and internal control systems of the Group, as
required by the UK Corporate Governance Code (the Code), is contained in the Identifying and Managing
Risk Report on pages 54 to 57.
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Corporate governance continued
Cyber security and data privacy
Regular training programs keep our employees informed about data protection and security risks and we
operate rules and procedures in our contact centres to mitigate risks. We have ongoing investments to
improve systems development and security, ensuring our technology remains strong and secure and we
actively decommission outdated applications, platforms, and infrastructure to maintain an efficient and
modern IT environment.
We continue to develop our security operations to provide visibility into security events and enable us to
quickly address vulnerabilities. We perform periodic vulnerability assessments and penetration testing. We
regularly review and test our incident plans, including business continuity and IT disaster recovery plans, to
ensure resilience and preparedness.
5. Remuneration
The Directors’ Remuneration report on pages 110 to 122 describes the work of the Committee during the
year. It sets out how Executive remuneration is aligned to the Company’s purpose, values, and strategy. It
also shows how workforce remuneration and related policies have been considered in its decision making
regarding Executive remuneration.
Compliance with the Code
The Company is subject to the principles and provisions of the Code, a copy of which is available at
www.frc.org.uk.
For the year ended 30 April 2024, the Board considers that it has applied the principles and complied in full
with the provisions of the Code except provision 10 (Independence of Non-Executive Director).
Avril Palmer-Baunack
Chairman
10 July 2024
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Report of the Nominations Committee
Dear stakeholder,
I am pleased to present the Report of the Nominations Committee (the
Committee) for the year ended 30 April 2024. As a Committee our core
responsibilities include promoting diversity and inclusion, reviewing the
structure of the Board, its committees, the Executive Committee and
Group Management Boards on a regular basis and ensuring effective
succession plans are in place for the Board, its Committee, Executive
Committee and Group Management Boards. The Committee leads
the process for new Board appointments, ensuring there are formal,
rigorous and transparent procedures in place for each appointment and
an appropriate induction process for new Directors.
As we deliver our refreshed strategic framework and simplify our
structure, the Committee has considered changes required to best
position the Group for its next stage of development. The Board led
the discussion regarding simplifying and enhancing our governance
structures through the adoption of the Group’s refreshed strategic
framework and the introduction of an Executive Committee, which, as
the business continues to grow and develop, is intended to support the
CEO in the execution of the Group’s strategy.
During the year, the Board and the Nominations Committee reviewed
the composition of the Executive Committee and recommended the
appointment of Emma Ayton as the Group’s HR Director. Through
this appointment and with the current composition of the Executive
Committee the gender balance of the Executive Committee currently
stands at 33%. Whilst we acknowledge that more work needs to be
done to increase diversity across the Group as a whole as well as at the
Executive Committee and its members’ direct reports, we continue to
believe that appointments and succession plans should be based on
merit against objective criteria and within this context, due regard is also
given to promoting diversity of gender, social and ethnic backgrounds,
and cognitive and personal strengths. The Committee, and the Board
will continue to monitor progress on all aspects of diversity.
Committee purpose
The Committee assists the Board in reviewing the structure, size,
skills, and experience of the Board, including climate-related skills and
experience. It is also responsible for reviewing succession plans for the
Group Directors, including the Chairman and the CEO and other senior
managers. The Committee’s role, authority, responsibilities, and scope
are set out on pages 92 to 93 and in detail in its terms of reference which
are available on the governance section of our website.
Avril Palmer-Baunack
Nominations Committee Chairman
Committee membership
The members of the Committee are shown in the
table below.
Details of their experience and qualifications are
shown on pages 94 to 95
Committee membership
Number of
meetings
Avril Palmer-Baunack 2/2
Mark Butcher 2/2
Bindi Karia* 1/2
John Pattullo 2/2
Nicola Rabson 2/2
* Bindi Karia was unable to attend one committee meeting
owing to an external commitment. Bindi Karia informed
the Board in advance and had an opportunity to provide
comments to the Committee Chairman ahead of the meeting.
Succession planning has
been a key focus this year,
with the establishment of the
Executive Committee, and
will continue to be a evolving
process.
Activity
Since May 2023, the Committee has:
• Reviewed succession plans for both
the Board and its Committees
• Made recommendations to the
Board in relation to Directors’ annual
reappointment and re-election at the
Company’s AGM
• Overseen the Group’s diversity
and inclusion agenda, its role in
promoting an inclusive and high-
performing culture as part of the
Group’s strategy, and progress in
building a diverse talent pipeline
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Report of the Nominations Committee continued
Independence of the Non-Executive Directors
During the year, the Committee considered the tenure and independence of existing Non-Executive Directors,
and whether a Director’s length of service had in any way impacted his or her ability to remain independent
in character and judgement in performing his or her duties. The Board considers all the Non-Executive
Directors except for Mark McCafferty and the Chairman, whose independence was not assessed, but who
was independent on appointment, to be independent of management and free from any business or other
relationship which could materially interfere with their ability to exercise independent judgement.
In accordance with the results of the independence assessment, and in line with the requirements of the
Code, all Directors will retire at this year’s AGM and, submit themselves for reappointment by shareholders.
Ahead of the 2024 AGM, the Committee considered the performance and effectiveness of each Director as
well as the findings from the external Board evaluation and the Committee concluded that all Directors were
valuable members of the Board, provided constructive challenge and had the requisite skills and time to
devote to the role and subsequently the Committee. Biographical details of the Directors, including their skills
and experience, can be found on pages 94 to 95.
Board diversity
The Board considers that its composition should be designed to ensure it has the best experience and
skills to advance the Group’s strategy for the benefit of all its stakeholders, and that as part of this the
benefits of all aspects of diversity should be considered, including, but not limited to, gender and ethnicity.
The Group maintains an appropriate diversity and inclusion policy for all of its workforce, including our
senior management and the Board. Accordingly, the Committee will consider candidates on merit against
objective criteria, with regard to the benefits of diversity of gender, social and ethnic backgrounds, cognitive
and personal strengths when identifying suitable candidates for appointment to the Board. The Board is
also committed to operating in a way that supports diversity and inclusivity including ensuring appropriate
consideration of diversity and inclusion in succession planning at senior management and Board level. When
searches for an appointment to the Board are conducted by the Company with external search firms, these
firms will identify and present a list of qualified potential candidates, including having regard to diversity.
The Board as part of its agenda oversees and monitors progress of the Company’s diversity and inclusion
agenda. In 2024 this included the Board endorsing an ambition for 10% representation of ethnically diverse
groups within the Executive Committee and its members’ direct reports, taking into account the Parker
Review’s 2023 report which requests all FTSE 350 companies to set a target for ethnic minorities in their
senior management team and direct reports by 2027. The Board and the Nominations Committee will
continue to monitor progress against the Company’s chosen target on an annual basis.
Operation of the Nominations Committee
The Committee keeps the overall structure, size, and composition of the Board under continuous review, and
is responsible for evaluating the balance of skills, knowledge and experience of the Board and its Committees.
Board recruitment
Board appointments are made on merit against objective criteria. The Committee will evaluate the skills,
experience and knowledge of the Board and the future challenges affecting the business (including climate-
related issues), and in light of this, will prepare a description of the role and the attributes required for a
particular appointment. This will include a job specification and an estimate of the time commitment expected.
The Committee then compiles a shortlist taking account of known candidates and candidates suggested
by the Group’s Board, advisers and/or appointed recruitment consultants. The appointment process takes
account of the benefits of diversity of the Board, including gender diversity, and in identifying suitable
candidates, the Committee considers candidates from a range of backgrounds.
The Committee oversees succession planning for Directors and senior management, as well as broader
consideration of the leadership needs of the business and senior management development.
We continue to support both the FTSE Women Leaders’ Review and the Parker Review and following the
appointment of Nicola and Bindi, the Board is compliant with the recommendations of the Parker Review. The
Board has also made significant progress towards its target of meeting the Board Diversity Targets as set out
in Listing Rules LR 9.8.6R(9) with women representing 37.5% (2023: 37.5%) of the Board.
Induction
Given the strategic breadth and focus of the Group’s activities, the Group carries out extensive inductions
for its new Non-Executive Directors. On joining the Board, it is the responsibility of the Chairman and
Company Secretary to ensure that all newly appointed Directors receive a full and formal induction, which is
tailored to their individual needs based on experience and background. The induction programme focuses
on the incoming Director getting to know and understand the full business of the Group. They meet with the
Executive Director and senior management from each area of the business. Each new Board member is given
training on the role and responsibilities of a Director including, but not limited to, the following:
• Duties under the Companies Act 2006 and compliance with the Code, Listing Rules, and other regulatory
framework considerations
• Market Abuse Regulation including their responsibilities as a person discharging managerial
responsibilities (PDMR) and other matters pertaining to the ZIGUP Securities Dealing Code
• Board and Committee procedures and constitutional documents including Matters Reserved for the
Board and Committee Terms of Reference
Ongoing training needs are assessed as part of the Board effectiveness process and any training is
typically arranged by the Company Secretary in consultation with the Chairman or relevant Board
Committee Chairman.
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Report of the Nominations Committee continued
As at 30 April 2024, one of the senior positions on the Board was held by a woman. The representation of
women on the Board was 37.5% (this remains the case as at the date of this Annual Report and Accounts).
Whilst the Board recognises that the representation of women on the Board does not currently meet the UK
Listing Rules target of 40%, the Company notes the significant progress made through the appointment
of Bindi Karia and Nicola Rabson and the need to maintain a balance of experience and continuity on the
Board. As at 30 April 2024, the Board also included one Director from an ethnic minority background. The
Nominations Committee and the Board, whilst mindful of the targets set by the Listing Rules, will continue to
make appointments based on merit, having regard to diversity.
Gender representation for Board and executive management as at 30 April 2024
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chairman)
Number in
executive
management
1
Percentage
of executive
management
Men 5 62.5% 3 4 43%
Women 3 37.5% 1 3 50%
Ethnic background of Board and executive management as at 30 April 2024
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chairman)
Number in
executive
management
1
Percentage
of executive
management
White British or other
(including minority-white groups) 7 87.5% 4 7 100%
Asian/Asian British 1 12.5% – – –
1. Executive management includes the Executive Committee (the most senior executive body below the Board) and the Company
Secretary, excluding administrative and support staff, as defined by the UK Listing Rules.
Gender and ethnicity data relating to the Board, the Executive Committee and Company Secretary is
collected on an annual basis applying a standardised process managed by the Company Secretary and the
Group’s HR functions. Each Board member, Executive Committee member and the Company Secretary
is requested to confirm, on a strictly confidential and voluntary basis, their ethnicity and gender identity (or
specify they do not wish to report such data). The criteria of the standard form questionnaire are fully aligned
to the definitions specified in the UK Listing Rules, with individuals requested to specify:
(1) Self-reported gender identity. Selection from (a) male; (b) female; (c) other category/please specify; (d)
not specified (due to local data privacy laws); or prefer not to say.
(2) Self-reported ethnic background (classifications as designated by the UK Office of National Statistics).
Selection from: (a) White British or other white; (b) Mixed or multiple ethnic groups; (c) Asian or Asian
British; (d) Black; (e) Other ethnic group/please specify (f) not specified (due to local data privacy laws);
or prefer not to say.
A breakdown of gender diversity across the Executive Committee and its members’ direct reports is set out on
page 34.
Future priorities
In FY2025, the Committee intends to continue reviewing succession plans for the Board to make sure the
Board continues to operate effectively and add value to the Group.
Avril Palmer-Baunack
Chairman
10 July 2024
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Report of the Audit Committee
Dear stakeholder,
On behalf of the Audit Committee (the Committee) and the
Board, I am pleased to present the report of the Committee
for the year ended 30 April 2024. The objective of this report
is to provide an understanding of the work undertaken by
the Committee during the year to ensure that the interests
of the Group’s stakeholders are protected through a robust
system of internal controls, risk management and transparent
financial reporting.
The report explains the role the Committee plays in the
Group’s governance framework, by supporting the Board
in their assessment of the integrity of the Group’s financial
reporting and the adequacy and effectiveness of the Group’s
management of risk and internal controls.
The Board recognises the importance of risk management;
therefore, the setting of risk appetite and the review of the
risk register are carried out by the Board. Further information
on the Group’s risk management processes can be found on
pages 54 to 57. The Committee continued to focus on its core
areas of responsibility, namely protecting the interests of the
Group, our shareholders and stakeholders through ensuring
the integrity of the Group’s financial information, audit quality
and the effectiveness of internal controls throughout the year.
Role
The Committee’s role, authority, responsibilities and scope are
set out on pages 92 to 93 and in detail in its terms of reference
which are available on the Governance section of our website:
www.zigup.com
Meetings
The Committee is required to meet at least three times a year.
Details of attendance at meetings held in the year ended
30April 2024 are detailed in this report. Due to the cyclical
nature of its agenda, which is linked to events in the Group’s
financial calendar, the Committee met four times during the
year. The other Directors, together with the Group Head of
Internal Audit and the external auditors, are normally invited
toattend all meetings.
Key focus
The Committee continues to support the risk management
framework of the Group through regular review of internal
controls and oversight of the work of internal audit.
The Committee reviewed management’s assessment
of the viability of the Group and the period over which
viability should be assessed taking into consideration the
impact of the economic environment, climate change and
downside sensitivities, challenging those assumptions.
The Committee is satisfied that the Group is viable, with
further details provided within the viability statement found
on page 64.
During the year, the Committee has considered the impact
of the improving supply chain on residual values of used
vehicles, the ageing of the fleet, and the cost of new vehicles.
Such factors are important variables in the determination of
appropriate depreciation rates for vehicles available for hire.
The Committee continued to review judgements made
in determining the carrying amounts of claims due from
insurance companies and self-insuring organisations, taking
into account the progress that has been made in the year to
reach bulk settlements over historic non-protocol claims, and
move more insurers into protocol arrangements.
Following recent acquisitions, the Committee reviewed
management’s assessments of the fair values of net assets
acquired, at the acquisition date and over the following 12
months’ hindsight period. The Committee also continues
to support the embedding of the Group’s governance and
internal control frameworks within those businesses.
The Committee reviewed and recommended the Board
approve the Group’s tax strategy and considers that this
demonstrates the Group’s commitment to tax transparency
andits stated desire to pay the right amount of tax.
Mark Butcher
Audit Committee Chairman
Committee membership
The members of the Audit Committee are shown below.
Details of their experience and qualifications are shown on
pages 94 to 95
Committee membership
Number of
meetings
Mark Butcher 4/4
Bindi Karia* 3/4
John Pattullo 4/4
Nicola Rabson* 3/4
The Code requires that at least one member of the Audit Committee
(the Committee) should have recent and relevant financial experience.
Currently, the Chairman of the Committee Mark Butcher fulfils this
requirement. All members of the Committee are expected to be and are
financially literate. The Committee is composed of independent Non-
Executive Directors with relevant experience and proficiency in line with
the requirements of the Code and the Committee’s terms of reference.
* Bindi Karia and Nicola Rabson were unable to attend one committee
meeting owing to external commitments. They both let the Board
know in advance and had an opportunity to provide comments to the
Committee Chairman ahead of the meeting.
The Audit Committee
continued to focus this
year on risk assessment
and management, internal
controls and financial
reporting processes,
pursuant to the FRC’s
guidance on internal control.
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Report of the Audit Committee continued
November 2023
• Reviewed management’s assessment
ofgoingconcern
• Reviewed management papers supporting
the key judgment areas in the interim financial
statements including depreciation rates,
recoverability of contract assets and interim tax
accounting
• Reviewed a paper on presentation of financial
statements including consideration of
exceptional items
June 2024
• Reviewed and approved the Group’s “Fair
Balanced and Understandable” statement
• Reviewed a management paper on the
assessment of going concern and judgements
supporting the viability statement
• Reviewed management papers supporting key
judgements including depreciation rates and
recoverability of contract assets
• Reviewed management papers on tax
accounting and presentation of financial
statements
• Reviewed and approved non-audit services
provided by PwC. Made a recommendation to
the Board to reappoint PwC as external auditor
March 2024
• Reviewed and approved the Internal
AuditCharter
• Set the programme of internal audits
• Reviewed the Group’s corporate taxation
arrangements and recommended that the
Board approve the Group tax strategy
• Reviewed the Group’s treasury arrangements
and policies
September 2023
• Reviewed and approved PwC’s audit plan
including an assessment of their independence
• Agreed the audit fee for FY2024
• Reviewed and confirmed endorsement of the
Group’s non-audit fee policy
• Reviewed and approved the Committee’s
terms of reference, prior to making a
recommendation to the Board
Key focus
Reviewed the interim financial statements
to be issued in December 2023 and related
reports prepared by management and PwC
Key focus
Reviewed the quality and effectiveness
ofInternal Audit
Key focus
Reviewed the effectiveness of the FY2023
external audit and agreed the scope of the
FY2024 audit work to be undertaken by PwC
Key focus
Reviewed the FY2024 Financial Statements
and related reports prepared by management
and PwC
At each meeting, the Committee received regular reports from the Group Head of Internal Audit and reviewed progress made by management in responding to their internal
control recommendations. The Committee had regular discussions with the Group Head of Internal Audit and the external audit partner in the absence of management
Activity
The main activities of the Committee are outlined below. The meeting in June primarily relates to the completion of the reporting cycle for the previous financial year, therefore the meeting held in June 2024 has been included
below as it related to the year ended 30 April 2024.
Significant matters considered in relation to the financial statements
The Committee reviewed the significant matters set out in this report in relation to the Group’s financial
statements for the year ended 30 April 2024. We discussed these issues at various stages with management
during the financial year and during the preparation and approval of the financial statements.
Following review and consideration of the presentations and reports presented by management, we are
satisfied that the financial statements appropriately address the critical judgements and key estimates, in
respect of both the amounts reported and the disclosures made. We also reviewed these issues with the
auditors during the audit planning process, the interim review and at the conclusion of the audit process.
Weare satisfied that our conclusions in relation to these issues are in line with those drawn by the auditors.
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Report of the Audit Committee continued
Overview of Internal financial controls
Risk management
The Committee is responsible for overseeing the adequacy
of internal controls and the work of Group Internal Audit.
The Board determines the extent and nature of the risks
it is prepared to take in order to achieve the Group’s
strategic objectives.
Following the Committee’s review and recommendation,
the Board agreed that internal controls (including risk
management and managing climate-related emerging risks)
continue to be effective. This was in accordance with the
requirements of the FRC Guidance on risk management,
internal control and related financial and business reporting.
The Committee supported the Board’s confirmation that no
significant failings or weaknesses have been identified during
the financial year. Processes are in place to ensure that
necessary action is taken, and progress is monitored where
areas for improvement are identified.
Internal financial controls
On an ongoing basis, the Committee reviews the adequacy
and effectiveness of the Group’s system of internal financial
controls, with an overview of the framework shown on
this page.
The Committee received detailed reports on the operation
and effectiveness of the internal financial controls from
members of the senior management team. The outcome of
the external audit at year end and the half year review are
considered in respect of internal controls. The Committee
also receives updates on the policies and procedures in place
and how these are being communicated to and complied with
by the wider workforce.
2. Risk
management
3. Strategy, policy and
reviewprocedures
4. Underpinned by our Assurance framework
1. Our governance framework supports
effective internal control through an
approved schedule of matters reserved
for decision by the Board and the
Executive Committee, supported
by defined responsibilities, levels of
authority and supporting committees.
2. The Board regularly reviews the Group’s
risk register, the schedule of key controls
and key risk indicators. The Board also
assesses the impact of emerging risks
to the Group. Our risk management
procedures are robust and can be viewed
on pages 54 to 57.
3. Comprehensive systems of financial
reporting and forecasting are conducted
frequently and include both sensitivity
and variance analysis. A budgeting
exercise and strategic review is
conducted annually. Sensitivity analyses
are included in both the strategic review
and the rolling forecasts. Taxation is a
complex area and is subject to frequent
external review. The Committee provides
oversight and recommendation to the
Board to approve the Group tax strategy.
Oversight of climate-related disclosures
which are managed through the
Sustainability Committee.
4. The Treasury function ensures
compliance with Group treasury policies
set by the Board and reviewed by the
Committee which cover liquidity risk,
credit risk, interest rate risk, foreign
exchange risk and capital management.
Liquidity policy includes continual
monitoring of the Group’s debt facilities
to ensure sufficient access to capital.
All complex or large transactions are
discussed in advance with the Board.
5. During the year, no significant
deficiencies had been raised by PwC
through the course of the annual external
audit nor through the work carried out
by Group Internal Audit and overseen by
the Committee.
Board and Board committees
Group Executive Committee and
Executive-led committees
Group Management Boards
Financial reporting forecasting
and sensitivity analyses
Group tax and treasury strategy,
policies and procedures
Climate-related reporting
Business unit, policies, procedures,
processes andsystems
Review of effectiveness of
system of internal control
Risk Appetite statement
Principal risk assessment including
emerging risks
Viability assessment
Group risk register
Key controls
Key risk indicators
Independent external audit Internal audit
1. The Governance
framework
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Report of the Audit Committee continued
Significant financial judgements, key assumptions and estimates
Any key accounting issues or judgements made by management are monitored and discussed with the Committee throughout the year. The table below provides information on the key issues discussed with the Committee
during the year and the judgements adopted.
Matter Key consideration Progress to date Conclusion
Determining
appropriate
depreciation
rates for vehicles
available for hire
Ensuring that depreciation rates
areset appropriately.
The Committee reviewed trends of vehicle residual values. In addition, we reviewed
papers prepared by management at each reporting date which included a quantitative
and qualitative assessment of the current and forecast trends in the used vehicle market,
management of Group fleet and review of the Group’s depreciation policy and accounting
estimates in this context.
We challenged and debated the assumptions and judgements made and were content
with management’s assessment.
We agreed with management’s assessment of depreciation
rates to be applied to the existing fleet and their proposal for
depreciation rates on new vehicle purchases to be applied
in FY2025.
Claims due
from insurance
companies and
self-insuring
organisations
Ensuring that the carrying value
of insurance claims represents
the best estimate of the net claim
value to be recovered.
At each reporting date, the Committee reviewed papers prepared by management
which included management’s assessment of the expected net claim values at each
reporting date.
We challenged the underlying assumptions and significant areas of judgement and were
satisfied with management’s assessments.
We concluded that the judgements made in determining
net claim values as at 30 April 2024 were appropriate.
Financial
statements and
other information
Fair and balanced presentation
of financial statements and
other information including
use of appropriate alternative
performancemeasures.
The Committee considered the presentation of the financial statements, including the
presentation of reported results between underlying and statutory performance, as well as
evaluating how financial results and alternative performance measures were used as part
of the Strategic report.
The Committee reviewed papers prepared by management at each reporting date which
outlined management’s judgement in assessing whether any items should be classified
as exceptional items or otherwise excluded from underlying results to ensure that the
judgements made were reasonable and were in line with stated policy.
We concluded that the annual report and accounts,
taken as a whole, were fair, balanced and understandable,
and that the use ofalternative performance measures
was appropriate.
The Company is required to have a mandatory audit tender after 10 years and, as the Audit Committee
considers the relationship with the auditors to be working well and remains satisfied with their effectiveness
and the quality of audit work, their geographical and professional capabilities, the Audit Committee considers
it to be in the best interests of the Company’s shareholders for PwC to remain as the Group’s auditors
until 2025.
The Committee will shortly commence the audit tender process which is expected to be rigorous and
objective and which will be conducted in compliance with applicable regulations. The timetable for
the external audit process will be designed so as to permit sufficient time to plan for transition of non-
audit services if there is a change of auditors and to enable any new auditor to fully prepare to assume
responsibility for the audit across the Group. The tender process is expected to conclude in the year ending
30 April 2025 and it is intended that a resolution proposing the appointment of the selected auditor would be
put to shareholders at the 2025 AGM.
External auditors
The Committee reviews and makes recommendations regarding the appointment of the external auditors.
In making this recommendation, we consider auditor effectiveness and independence including
consideration of non-audit fees and length of tenure of the audit firm and senior members of the audit team.
The Audit Firm
The Committee confirmed compliance with the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order
2014, having last carried out a competitive tender and appointed PwC as Group auditors in 2015. Jonathan
Greenaway has been the lead audit partner since the year ended 30 April 2022, following the rotation of the
previous partner.
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Report of the Audit Committee continued
Non-audit fees
The Committee ensures that non-audit work may only be undertaken by the external auditor in limited
circumstances. All non-audit services are subject to the Committee’s prior approval. Non-audit services
provided by our external auditors are subject to a cap equal to 70% of the average annual audit fee for the
preceding three years.
Non-audit fees for services provided by PwC for the year amounted to £80,000 which included £68,000 for
the review of the Interim financial statements. As the interim review work was required by legislation this is not
included for the purposes of comparing non-audit fees to the 70% cap included in the FRC’s guidance. A total
of £12,000 for non-audit fees was incurred for reviewing a grant claim in Spain and providing access to the
PwC accounting and corporate reporting platform. The level of non-audit fees is 1% of the three-year average
audit fee.
Auditor effectiveness
The Committee carries out an annual assessment of the external auditors which entails reviewing the
effectiveness of the audit process and the objectivity and independence of the external auditors, both in terms
of the engagement team and the firm as a whole. In order to perform this assessment, the following criteria
are considered:
• the auditor’s safeguards to independence including the independence letter which annually confirms their
independence and compliance with the FRC Ethical Standard;
• the operation, and compliance with, the Group’s policy on non-audit work being performed by the auditors;
• how the auditors identified risks to audit quality and how these were addressed, including the controls the
auditors relied upon;
• the quality of the audit plan including identification of key risks, materiality assessment and scope of
Groupaudit;
• how the auditors demonstrated professional scepticism and challenged management’s assumptions
where necessary; and
• assessment of the quality of the firm, including the outcome of the FRC’s inspection of PwC’s audit quality
In assessing how the auditors demonstrated professional scepticism and challenged management’s
assumptions, the Committee considered the depth of discussions held with the auditor, particularly in respect
to challenging the Group’s approach to its significant judgements and estimates. The Committee is satisfied
with the level of challenge raised by the audit partner and the team during the year.
The Committee concluded that the audit process was operating effectively. Consequently, the Committee has
recommended the reappointment of PwC as the Group’s external auditor at the AGM in September 2024.
FRC review
The Company received a letter on 29 January 2024 from the FRC noting that it had carried out a review
of PwC’s audit of the Group and Company’s financial statements for the year ended 30 April 2023. The
Committee were pleased with the outcome of the FRC’s Audit Quality review which was graded as “good”,
being the highest rating achievable, and which reported no adverse findings, and highlighted good practice in
relation to the assessment of the claims due from insurance companies and self-insuring organisations.
Minimum standard
The FRC’s “Audit Committees and the External Audit: Minimum Standard” (the Minimum Standard) was
published in May 2023.The Committee’s initial assessment is that this will not result in any significant changes
from how the Committee currently operates. However, this is being reviewed further, including to the extent
that there may be useful points to consider in relation to the assessment of the effectiveness of the audit
process and to the audit tender process.
Group Internal Audit
In fulfilling its duty to monitor the effectiveness of the Internal Audit function, the Committee has:
• reviewed the adequacy of the resources of the Group Internal Audit department;
• ensured that the Group Head of Internal Audit has direct access to the Chairman of the Board and to all
members of the Committee;
• conducted a one-to-one meeting with the Group Head of Internal Audit without management present; and
• approved the Group Internal Audit programme and reviewed quarterly reports by the Group Head of
Internal Audit, ensuring the Committee was satisfied with the quality of these reports.
The Committee concluded that the Group internal audit process had been conducted effectively and that the
quality of audit and reporting was rated highly.
Looking forward
In FY2025, the Committee will continue to support the Board as the business continues to grow organically
and inorganically, embedding the Group’s governance framework, financial reporting systems, risk
management processes and internal controls.
Mark Butcher
Audit Committee Chairman
10 July 2024
Wider workforce pay, benefits and engagement.
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1,689
2,759
487
754
394
762
405
784
463
697
438
673
Martin Ward
CEO
FY2024
FY2024
FY2023
FY2023
Philip Vincent
CFO
Remuneration at a glance
Our remuneration.
We aim to align the total remuneration for our Executive Directors to ourstrategy through a combination offixed pay,
bonus and long-term incentives, underpinned by stretching performance targets.
Components of our Executive Directors’ remuneration.
Total Executive remuneration (£’000)
Pay awards
between
3 and 9%
at lower salary levels with
increases for mid to senior
levels capped at 3%
Free Share award
in October 2023 of
£500
in addition to the award
made in December 2022
New partnerships
formed to offer
health and financial
wellbeing services
to our employees
Employee participation
in “Have your Say”
survey
83%
+5% on responses in FY2023
Employees understand “what success
looks like for my Company” and their
role in delivering success
75%
+13% on responses in FY2023
Fixed and variable Executive remuneration (£’000)
Fixed pay
Annual bonus
Long term incentive
Martin Ward CEO
2,211
2023: 4,218
Philip Vincent CFO
1,330
2023: 2,546
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Remuneration at a glance continued
Enable. Deliver. Grow.
How was performance reflected in Executive pay for FY2024.
FY2024 annual bonus targets
Stretch target Actual outcome Outcome (% of max. award)
75% PBT £170.0m £180.7m 100% 100%
25% strategic/non-financial objectives
including sustainability and environmental goals
100% 100%
Martin Ward (CEO) Philip Vincent (CFO)
Vesting of 2021 LTIP
Stretch target Actual Outcome (% of max. award)
PBT 50% of total LTIP £145.0m £180.7m 100% 100%
EPS 50% of total LTIP 44.2p 61.4p 100% 100%
Martin Ward (CEO) Philip Vincent (CFO)
Ensuring shareholder value.
• 50% of the annual bonus is awarded in shares subject to a three year holding period
• Share ownership guidelines set at 200% of salary with a 2 year post employment holding period
• As at 30 April 2024 both Martin Ward and Philip Vincent met the target of holding shares equivalent
in value of at least 200% of basic salary
• TSR targets introduced for the LTIP award made in the year, in order to create clear alignment between
Executive Directors’ interests and value created for shareholders
Martin Ward
100% of target
100% of target
Philip Vincent
How the Group performed in FY2024 Performance-related outcomes for Executive Directors
Underlying PBT
£180.7m
+8.9%
Underlying EPS
64.1p
+10.4%
Charging points
+40%
installed in our sites
Ratio intensity
13
tCO₂e per £m of revenue
(excluding vehicle sales)
Launch of new strategic pillars
Executive Directors’ shareholding
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Introduction to Remuneration report
Dear stakeholder,
I am very pleased to introduce the Directors’ Remuneration
report for the year ended 30 April 2024. The Remuneration
Policy was approved by shareholders at the meeting with
98.74% support, and I would like to thank shareholders for
their support at the 2023 AGM and for their input into the
Policy design as part of the shareholder consultation ahead
of that meeting. The Committee is comfortable that the Policy
operated as intended during the year and therefore there are
no material changes for the year ahead.
Performance of the Group
The Group has achieved strong underlying financial results
during the year and there is good performance momentum
and a strong pipeline to support the delivery of performance
in future years. Improving vehicle supply conditions in
Spain and the UK&I enabled further refreshing of our fleets
and was complemented by investment in growing our
operational footprint. We have broadened our rental and
ancillary services offerings and our claims and services
business enjoyed strong growth and has a strong pipeline.
There was also an investment in increasing capacity and
efficiency through the opening of nine new branches. We
have also invested in our people, with enhanced training and
infrastructure support. This is backed by our strong financial
performance, including 23.0% growth in total revenue and
8.9% growth in underlying profit before tax. We have a strong
balance sheet with a stable 1.5x leverage, supported by fleet
assets of £1.3bn and over £240m facility headroom.
During the year, the Group has also launched our new name
and new brand, to better reflect the strength and depth
of the enlarged group of businesses within ZIGUP which
work together to deliver a differentiated proposition to our
customers. We have also launched the new strategic pillars
of Enable, Deliver and Grow to provide a framework for the
business to embrace external and internal opportunities, as
well as to ensure they are aligned to our strategic vision as
the leading provider of integrated mobility solutions delivering
customer service excellence.
There have also been material returns to shareholders.
The Board has proposed a final dividend of 17.5p which,
together with the interim dividend of 8.3p, represents a 7.5%
increase over the prior year. During the year, the company
launched a share buyback programme of the Company’s
ordinary shares for up to a maximum aggregate consideration
of £30m and the programme concluded on 13 June 2024.
Remuneration outcomes for the year ended
30April 2024
Annual bonus
The maximum annual bonus opportunity for the year was
125% of salary for the CEO and 100% of salary for the CFO.
75% of the award was based on underlying PBT, with actual
performance for the year being £180.7m, which exceeded the
maximum target. The remaining 25% was based on strategic
and ESG targets. 50% of the annual bonus is awarded in
shares and subject to deferral for three years.
Both the CEO and CFO received a maximum annual
bonus award based on outcomes against financial and
strategic objectives, as outlined further in the main body
of the report. With respect to financial objectives, this
approach is in line with the award outcome for those in the
senior management teams who participate in Group bonus
schemes. The Committee considered this outcome in the
context of performance in the year, further detail of which is
provided elsewhere in the Annual Report and Accounts, and
determined that the outcome was appropriate and that no
discretion was required.
2021 LTIP vesting
The 2021 LTIP awards were granted in August 2021
and based on appropriately stretching PBT and EPS
targets. Following very strong delivery over the three-year
performance period, the maximum target for both PBT and
EPS has been exceeded and therefore the award is due to
vest at 100% of maximum in August 2024. There were no
windfall gains associated with this award as it was granted
at a share price of 429p. Awards for Executive Directors are
subject to a two-year holding period.
John Pattullo
Remuneration Committee Chairman
Committee membership
Members of the Remuneration Committee are shown below:
Details of their experience and qualifications are shown on
pages 94 to 95
Committee membership
Number of
meetings
John Pattullo 4/4
Mark Butcher 4/4
Avril Palmer-Baunack* 3/4
Bindi Karia 4/4
Nicola Rabson* 3/4
* Avril Palmer-Baunack and Nicola Rabson could not attend one
meeting in the year due to prior external commitments. They both
informed the Committee in advance and had an opportunity to provide
comments to the Committee Chairman ahead of the meeting.
The policy revisions
approved by shareholders
at our 2023 AGM have been
smoothly implemented and
have supported another year
of strong performance.
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Introduction to Remuneration report continued
Recognising the financial pressures our colleagues face in the current economic climate, the Group has
placed a strong emphasis this year on improving financial wellbeing. In partnership with HSBC, the Group has
delivered face-to face and online sessions educating employees on “Making the Most of Your Money”. The
Group also launched a new partnership with Charles Cameron, which provides independent, free mortgage
advice to all employees, as well as Wagestream, which is a platform to improve colleagues’ financial wellbeing
by giving them access to fair financial services, based on flexible pay.
In Spain we partnered with a specialist provider to introduce an employee assistance programme which
provides health services, counselling and mental wellbeing support to our colleagues. As part of this
programme, online health and wellbeing workshops were also administered in partnership with Sanitas.
Board engagement with wider workforce
The Group engages with the wider workforce in the business through the Employee Engagement Forum
(the Forum), chaired by a senior member of the Group Management Board.
The Forum comprises members from across the Group to ensure a balanced representation of the workforce,
and is attended by other members of senior management from time to time. The Forum meets at different
locations across the Group to promote accessibility and met twice during the year.
During the year the Forum discussed the results of its fourth annual colleague survey, “Have Your Say”.
Key themes emerging included: a clearer understanding from colleagues on how they could contribute to
the organisation’s success, coming from greater clarity around our purpose and strategy; positive sentiment
regarding the connections and relationships colleagues have with their teammates; and a sense of pride in
the service our colleagues provide to customers. Some areas for improvement were also noted through the
“Have Your Say” survey which included greater business collaboration and enhancements to systems and
processes which would improve ways of working.
In FY2025 the Employee Engagement Forum will continue to review its activities to ensure that it remains
an effective way of maintaining good dialogue between senior management and the wider workforce.
Conclusion
The Committee believes it has successfully balanced its responsibilities to motivate senior leaders, support
the broader workforce and align with the interests of all stakeholders. I hope to receive your support for the
Annual Remuneration Report at the AGM in September.
John Pattullo
Remuneration Committee Chairman
10 July 2024
Discretion
The Committee reviewed the formulaic incentive outcomes for FY2024 and is comfortable that the payouts
reflect the underlying performance of the Group, the shareholder experience, and the wider stakeholder
experience. The Committee did not exercise any discretion in the award of Directors’ remuneration in the year.
Operation of policy for FY2025
Base salary
The Executive Directors’ salaries have been increased by 3% to £646,457 for the CEO and £417,531 for the
CFO. The salary increase is aligned with the rate applied to mid and senior management levels and below the
average 4.2% pay increase across the Group.
Pension
Executive Director pension levels are aligned to the majority of the UK workforce (currently 4% of salary) and
remain unchanged since 1 January 2023.
Annual bonus
There are no changes to the maximum opportunity for FY2025 (125% of salary for the CEO and 100% of
salary for the CFO) or to the balance of performance measures. Half of any bonus earned net of taxes will be
used by the Executive Directors to purchase shares, which will be subject to a three-year holding period and
cannot be sold during that time. The annual bonus will continue to be based 75% on PBT performance and
25% on strategic and operational measures including ESG.
Long term incentive plans
The Committee intends to grant LTIP awards of 150% of salary for the Executive Directors in line with the
normal maximum award under the policy. Awards will continue to be based 75% on EPS performance and 25%
on TSR performance versus the FTSE 250 (excluding Investment trusts). The Committee intends to review the
performance measures and weightings prior to each grant to ensure they remain appropriate. For the FY2025
LTIP grant, the Committee determined that it was appropriate to retain the current measures and weightings
which were first put in place last year as it believes they strike the right balance of incentivising management to
deliver improved financial performance while ensuring alignment with the shareholder experience.
The Committee will have the discretion to adjust the formulaic outcome of the bonus and LTIP awards to take
into account the wider business performance and the shareholder experience.
We will also be seeking shareholder approval for an updated version of the Long-Term Incentive Plan rules at
the 2024 AGM. While the key terms are unchanged, the document has been thoroughly reviewed to ensure
it appropriately reflect best practice features and provides the necessary flexibility for future operations. Full
detail will be included within the notice of AGM.
Wider workforce pay and benefits
In FY2024, the Group made pay increases to colleagues at lower salary levels with increases between 3% and
9% and a capped 3% rise at mid- to senior-levels. The Group also continued to deliver on its commitment to
help our colleagues invest in the Company and promote their alignment with and participation in the Group’s
strategy through the SAYE Scheme and the Group’s Free Share programme under which all employees were
provided with £500 of free shares in the Company’s Share Incentive Plan in October 2023 in addition to the
£500 award made in December 2022.
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Directors’ Remuneration report
Annual Report on Remuneration
Remuneration policy report
The table below summarises the current Directors’
Remuneration Policy (that was approved by
shareholders at the 2023 AGM) and how the
Committee intends to implement it in FY2025. The
full policy can be found within the 2023 Annual
Report on the Company’s website:
www.zigup.com
When implementing the remuneration policy, the
Remuneration Committee considers the six factors
listed under Provision 40 of the UK Corporate
Governance Code:
The table below summarises the key aspects of that policy.
Elements Policy operation Implementation for FY2025
Fixed
Salary Fixed remuneration, which reflects the role, skills, and opportunities.
Normally reviewed annually by the Committee, taking account of Group performance, individual performance, changes in
responsibility, changes in the size and complexity of the business and levels of increase for the broader UK population.
• CEO – £646,457 (3% increase)
• CFO – £417,531 (3% increase)
The salary increase of 3% is aligned with the rate applied to mid and senior
management levels and below the average 4.2% pay increase across the
Group, with the greatest increases applied to those at lower salary levels.
Pension Executive Directors receive pension provision in line with the wider workforce (currently considered to be 4% of base salary). No change for FY2025.
Pension allowance of 4% of salary.
Benefits Car allowance, healthcare and life assurance. No change for FY2025.
Variable
Annual bonus Maximum opportunity: 150% of salary for CEO and 100% of salary for other executives.
Half of any bonus earned net of taxes will be used by the Executive Directors to purchase shares which will be subject to a three-
year holding period and cannot be sold during that time.
There will normally be a financial underpin to the non-financial element of the bonus. The Committee will assess the payout under
the non-financial element if the financial underpin is not met, and would normally expect to use discretion to reduce the non-
financial element in these circumstances.
Maximum: 100% payout. Target: No greater than 50% of maximum. Threshold: No greater than 25% of maximum. For
performance below threshold, no bonus is payable.
The Committee has the discretion to adjust the formulaic outcome where it considers it is not appropriate, taking into account
such matters as it considers relevant including without limitation the underlying performance of the Company, investor
experience, wider employee or stakeholder experience.
Recovery and withholding provisions apply.
No change for FY2025.
• CEO maximum opportunity: 125%
• CFO maximum opportunity: 100%
Performance measures are based 75% on financial (PBT) performance
and 25% strategic and operational measures (including ESG).
As in previous years, the targets are considered commercially
sensitive and will be disclosed retrospectively.
Clarity A summary of the remuneration policy is set out below in a clear and transparent manner.
Simplicity Remuneration structures are simple and market typical, whilst at the same time incorporating the necessary structural features to ensure a
strong alignment to performance.
Risk The remuneration policy has been designed to discourage inappropriate risk taking. Awards under the remuneration policy are subject to
malus and clawback provisions. The performance conditions are reviewed annually to ensure that they remain suitable.
Predictability Incentives are capped in the remuneration policy with outcomes clearly based on performance against defined performance metrics.
Proportionality Variable pay is subject to a combination of financial and non-financial measures that are linked to Group strategy. LTIP holding periods and
shareholding requirements (including post-exit) all ensure alignment to long term value creation and strategic goals.
Alignment to culture We seek to align incentives to our Group values from time to time and the Policy for our Executive Directors is designed in accordance with
the same principles that underpin remuneration for the wider employee population.
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Directors’ Remuneration report continued
Elements Policy operation Implementation for FY2025
Variable continued
LTIP The maximum award in respect of a financial year is normally 150% of salary, although exceptionally awards of 250% of salary
may be made, e.g. in recruitment, in line with the LTIP Rules.
No greater than 25% of the grant vests for threshold performance increasing to 100% on a straight-line basis for maximum
performance. For performance below threshold for a measure, the proportion of the award subject to that measure will lapse.
Vested awards will normally be subject to an additional two-year holding period, during which time awarded shares may not be
sold (other than to meet tax or social security obligations). The value of dividend equivalents accrued over the vesting period
are added to awards on vesting at the discretion of the Committee. The Committee has the discretion to adjust the formulaic
outcome where it considers it is not appropriate taking into account such matters as it considers relevant including without
limitation the underlying performance of the Company, investor experience, wider employee or stakeholder experience.
Recovery and withholding provisions apply.
No change for FY2025.
• Executive Directors – maximum opportunity 150% of salary.
Performance measures are 75% EPS and 25% TSR versus the FTSE
250 (excluding investment trusts).
EPS targets: the FY2025 EPS threshold is 57.1p (25% vesting) and
maximum is 60.4p (100% vesting), with straight-line vesting in between.
The Committee carefully considered the EPS targets in the context
of the current and expected market conditions, the Group’s internal
forecasts and investor expectations. The Committee considers
that the targets set are appropriately stretching in the context of
the prevailing market conditions particularly as disposal profits are
normalised and, if achieved, represent success for shareholders.
The Committee will review performance at the end of the period to
ensure that vesting outcomes are appropriate.
TSR targets are median (25% vesting) and upper quartile (100%
vesting), with straight-line vesting in-between.
Awards will be subject to a two-year holding period after vesting.
The value of dividend equivalents accrued over the vesting period are
added to awards on vesting at the discretion of the Committee.
Share ownership requirements
Share ownership
requirements
The Executive Directors are normally expected to accumulate a holding of ordinary shares of the Company equivalent in value to
200% of their basic annual salary.
Executive Directors are expected to hold the lower of (1) shares held on cessation and (2) shares equivalent in value to 200% of
salary at the time of cessation, for a period of two years from the date they cease to be an Executive Director.
No change for FY2025.
Non-Executive Directors
Fees for the
Chairman and
Non-Executive
Directors
The Chairman is currently paid a consolidated single fee for all their responsibilities. The Non-Executive Directors are paid a
basic fee. The Chairs of the main Board committees and the Senior Independent Director are paid an additional fee to reflect
their extra responsibilities.
The proposed changes for Non-Executive Directors for FY2025 are set
out below. The Chairman and base NED fee have been increased by 3%
in-line with the increase awarded to the Executive Directors and other
senior managers and below the average increase for the wider workforce.
Fee as at
1 May 2023
Fee as
at 1 May 2024 Increase
Chairman £200,000 £206,000 3%
Base fee £56,650 £58,350 3%
Senior Independent Director £10,000 £10,000 N/A
Audit Committee Chairman £10,000 £10,000 N/A
Remuneration Committee
Chairman £10,000 £10,000 N/A
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Remuneration for the year ended 30 April 2024 (audited)
The table below sets out the remuneration received by the Directors in relation to performance in the year ended 30 April 2024 (and for long term incentive awards’ performance periods ending in the year) and in the year
ended 30 April 2023.
£000 Salary and fees Taxable benefits Annual bonus
Long term
incentive Pension
3
Total Total fixed Total variable
M Ward 2024 628 20 784 754
1
25 2,211 673 1,538
2023 609 19 762 2,759
2
69 4,218 697 3,521
P Vincent 2024 405 17 405 487
1
16 1,330 438 892
2023 394 17 394 1,689
2
52 2,546 463 2,083
Non-Executive Chairman
A Palmer-Baunack 2024 200 – – – – 200 200 –
2023 200 – – – – 200 200 –
Non-Executive Directors
J Pattullo 2024 76 – – – – 76 76 –
2023 76 – – – – 76 76 –
M Butcher 2024 67 – – – – 67 67 –
2023 67 – – – – 67 67 –
B Karia 2024 57 – – – – 57 57 –
2023 56 – – – – 56 56 –
M McCafferty 2024 57
– – – – 57 57 –
2023 57 – – – – 57 57 –
N Rabson 2024 57 – – – – 57 57 –
2023 27 – – – – 27 27 –
1 For FY2024, the 2021 LTIP vests based on the achievement of EPS performance to 30 April 2024 and has been valued based on the average share price during the three-month period to 30 April 2024 of 364.40p and a vesting outcome of 100%. None of the value
in the single figure table is attributable to share price appreciation. No discretion has been exercised in relation to share price changes. 2021 LTIP awards will be released in August 2024 subject to continued employment until that date and the post tax value of the
shares will remain subject to a holding period for two years. No dividend equivalents have been allocated to the award on vesting.
2 The LTIP amounts shown in last year’s report in respect of the LTIPs awarded in 2020 were calculated based on average share price during the three-month period to 30 April 2023 of 382.8p. The actual share price at vesting was 354.5p, and the values included in
single figure has been updated to reflect the share price on vesting. No dividend equivalents were allocated to the award on vesting.
3 All pension entitlement was paid in cash.
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Directors’ Remuneration report continued
Strategic objectives
Awarded at 100% of 25% of the total bonus opportunity (31.25% of salary for M Ward and 25% of salary for
P Vincent) as set out below. The Directors’ strategic objectives were set by the Committee at the beginning
of the financial year and were based on a robust framework of clear objectives directly aligned to the Board’s
strategic priorities for the year.
The strategic objectives and the performance against them for FY2024 are set out below:
Objective Performance/achievement
Maximum
scoring %
Sustainability: To continue roll out of
charging points across the Group and
LED installation across the UK estate
demonstrated by increasing the number of
charging points installed at our branches
and offices by over a third and increasing the
number of sites with LEDs by 50%.
Fully met. The number of charging points
installed at our branches and offices
increased by over 40%. The number of sites
with LEDs increased by 118%.
6.25%
Environment and carbon reduction: To
make significant progress across Scope
1 and Scope 2 KPI reporting across the
business to measure performance against
reduction targets. This may include, amongst
other data, the regular production of a list of
branch rankings of tCO
2
across the Group.
Fully met. The Group has made significant
progress, including reporting now being in
place for all branches to enable accurate
monitoring of power consumption by branch.
A Sustainability Committee was created with
three subcommittees covering all elements
of ESG. Targets set for each subcommittee
were fully achieved in the year to support
the Scope 1 and 2 reporting as well as
broader requirements on ESG reporting and
engagement.
6.25%
Growth: Continue to maintain organic growth
of the Group through branch extension
opening/or signing leases for a further three
branches during the year.
Fully met. The Group has continued organic
growth by opening nine sites during the
financial year.
6.25%
Strategy: Sunset the existing Focus,
Drive and Broaden strategy and develop,
implement and communicate across the
Group the next phase of our strategy.
Fully met. New strategic pillars of Enable,
Deliver and Grow have been developed and
communicated across the Group alongside
the new brand launch.
6.25%
Tot al 25% out of 25%
Based on performance to 30 April 2024, the annual bonus outcomes for Executive Directors during the year
are shown on pages 110 to 122. The Committee is satisfied that no adjustments to the payouts are required,
and that the outcome is reflective of underlying performance. Further detail is set out in the Statement by the
Committee Chairman.
FY2024 salary
When reviewing the base salary for the CEO and the CFO, the Committee took into account a number
of factors, including the approach for our wider workforce population, individual performance and overall
contribution to the business in the year. The salary increase of 3% for the CEO and the CFO are aligned with
the capped 3% rate applied to mid and senior management levels and below the average 4% pay increase
across the Group, with the greatest increases applied to those at lower salary levels.
2024 2023 Increase
M Ward £627,628 £609,348 3%
P Vincent £405,369 £393,563 3%
Pension and taxable benefits (audited)
A breakdown of the taxable benefits received by Executive Directors is set out in the table below:
£000 M Ward P Vincent
Car 15 15
Medical insurance 5 2
The Executive Directors are eligible for membership of a Group personal pension plan. In view of the
Annual Allowance cap, all of their entitlements were paid to them in cash. Philip Vincent and Martin Ward both
received an entitlement of 4% of base salary, which is in line with the pension provision for the wider
UK workforce.
Annual bonus for the year ended 30 April 2024 (audited)
Total opportunity
The maximum bonus opportunity for the CEO was 125% of salary and for the CFO was 100% of salary.
The bonus was based 75% on Group PBT and 25% on strategic objectives. The targets, performance against
them and resulting payment are set out in the tables below.
Financial objectives
The element related to financial objectives (PBT performance) was awarded at 100% of 75% of the total
bonus opportunity (93.75% of salary for M Ward and 75% of salary for P Vincent) as follows:
PBT performance
Threshold
performance
Target
performance
Maximum
performance
Actual PBT
performance
PBT 75% of total bonus £162.4m £166.2m £170.0m £180.7m
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LTIP awards made during the year (audited)
On 2 August 2023, the following LTIP awards were granted to Executive Directors:
Type of
award
Basis of
award
granted
Share price
for award
Number of
shares over
which award
was granted
Face
value of
award
(£000)
% of face
value that
would vest
on threshold
performance
Vesting determined by
performance over
M Ward Nil cost
option
150% of salary
of £627,628
344.67p 273,143 941 25% Three financial years
to 30 April 2026
P Vincent Nil cost
option
150% of salary
of £405,369
344.67p 176,416 608 25% Three financial years
to 30 April 2026
The share price for award was calculated based on a three-day average prior to the award grant (345p).
Weighting
Threshold target
(25% vesting)
Stretch target
(100% vesting)
TSR versus FTSE 250 (excluding Investment trusts) 25% Median Upper quartile
EPS (final year of performance period) 75% 57.9p 61.5p
A summary of the bonus outcome is as follows:
Executive % of maximum % of salary
Bonus
outcome
(£000)
Awarded
in cash
(£000)
Awarded
in shares
(£000)
M Ward 100 125 784 392 392
P Vincent 100 100 405 202 203
50% of the bonus will be used to purchase shares. Shares are subject to a minimum deferral period of three
years and are not subject to continued employment.
Vesting of 2021 LTIP awards (audited)
The performance conditions related to the 2021 LTIP award are due to vest as follows:
Performance
Threshold target
(25% vesting)
Stretch target
(100% vesting)
Actual
performance
Vesting
achieved
PBT 50% of total LTIP £130m £145m £180.7m 100%
EPS 50% of total LTIP 39.60p 44.20p 61.4p 100%
Tot al 100%
The Committee has fully considered the facts and circumstances of the awards and the performance
delivered by the Group in this period. Overall, the Committee considers that the outcome of the 2021 award is
fair in the context of exceptional performance and is not misaligned with shareholder experience. Accordingly,
we have concluded that the vesting level is fair and have not used discretion to scale back the awards.
No dividend equivalents were included as part of the award.
There were no windfall gains associated with this award as it was granted at a share price of 429p.
Further detail is provided in the Remuneration Committee Chairman’s letter.
The awards are due to vest in August 2024, subject to ongoing service conditions being met, and will be
subject to a two-year holding period.
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Directors’ Remuneration report continued
Percentage change in remuneration levels
The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the average percentage change for employees of the Company.
Average percentage change 2023–2024 Average percentage change 2022–2023 Average percentage change 2021–2022 Average percentage change 2020–2021
Salary
Taxable
benefits Annual bonus Salary Taxable benefits Annual bonus Salary Taxable benefits Annual bonus Salary Taxable benefits Annual bonus
M Ward 3% 8% 3% 3% (4%) 3% 15% 12% 28% 620% 387% n/a
P Vincent 3% 3% 3% 3% 21% 3% 13% 8% 8% 2% (14%) n/a
A Palmer-Baunack 0% n/a n/a 0% n/a n/a 20% n/a n/a 31% n/a n/a
J Pattullo 0% n/a n/a 18% n/a n/a 3% n/a n/a 5% n/a n/a
M Butcher 0% n/a n/a 3% n/a n/a 3% n/a n/a 65% n/a n/a
Bindi Karia 1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
M McCafferty 0% n/a n/a 3% n/a n/a 3% n/a n/a 466% n/a n/a
N Rabson 110% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Company employees 7% (23)% 31% (22%) 87% (31%) 44% (70%) 2015% (6%) 11% (87%)
1 The year-on-year change in pay for J Pattullo in 2022/23 relates to the additional fees paid in respect of taking on the Remuneration Committee Chairman role.
The above table shows the movement in the salary, taxable benefits and annual bonus for Directors compared to that for the average employee of ZIGUP plc as required under legislation. It does not reflect the total average
for the Group. As there are less than 50 colleagues who are directly employed by ZIGUP plc, the average pay calculation can be easily skewed by a change in composition of staff and this is one of the reasons for the
changes during the year. As set out in the Directors’ Remuneration report last year the average increase in salary for the wider workforce was 4%.
Annual bonus for Company employees is the amount paid in each year, whereas the Directors’ bonus is the amount earned in each period as the information on Company employees’ bonus amounts is not available at the
date of this report.
Payments to past Directors and payments for loss of office (audited)
There were no payments to past Directors whether for loss of office or otherwise during FY2024.
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The Committee has responsibility for setting the remuneration of the Executive Directors and other senior
management and reviews the wider policies and practices for our workforce. The Committee is satisfied that
the median pay ratio is consistent with the Group’s pay, reward and progression policies.
Performance graph measured by TSR
The graph below illustrates the performance of ZIGUP plc measured by Total Shareholder Return (share
price growth plus dividends reinvested in shares) against a “broad equity market index” over a rolling ten-year
period (the period covered by the graph below is 30 April 2014 to 30 April 2024). Consistent with the approach
adopted in previous years, we show performance against the FTSE 250 (excluding investment trusts) of
which we are a constituent. The mid-market price of the Company’s ordinary shares at 30 April 2024 was 385p
(28 April 2023: 376p). The range during the year was 312p to 391p.
200p
150p
ZIGUP FTSE 250 (excluding investment trusts)
100p
50p
0p
04/2014 04/2015 04/2016 04/2017 04/2018 04/2019 04/2020 04/2021 04/2022 04/2023 04/2024
Total remuneration for CEO
The total remuneration figure for the CEO during each of the previous 10 financial years is as follows:
Year ended 30 April 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total remuneration
£000 1,138 1,214 821 490 1,032 1,319 1,200 1,440 4,218 2,211
Annual bonus
(% of maximum) 90.3 34.1 – – 72.4 – 100 100 100 100
Long term incentive
(LTIP) vesting
(% of maximum) 47.9 79.2 61.8 – – – – – 100 100
The total remuneration figure includes the annual bonus and LTIP awards which vested based on performance
periods ending in those years. The annual bonus and LTIP percentages show the payout for each year as a
percentage of the maximum. In years when there was a change of CEO, the figures shown are the aggregate
for the office holders during that year and include any payments for loss of office. The CEO in office for each
year can be found in previously published reports.
CEO to employee pay ratio
The table below sets out the ratio of the CEO’s single figure of total remuneration to the total remuneration of
the 25th percentile, median (50th percentile), and 75th percentile remuneration of our UK employees, in line
with the regulations.
Option A of the Companies (Miscellaneous Reporting) Regulations 2018 has been used to calculate the ratio
as it was considered to provide the most accurate basis of calculation. Full-time equivalent remuneration for
all UK employees for the financial year has been used for pay periods across the year. Total remuneration has
been prepared using the same methodology as the single figure table with the exception of the bonus. The
bonus figure for employees is based on the amount paid in each year as the information on employees’ bonus
amounts is not available at the date of this report whereas the bonus included in the single figure table is the
amount earned in each period.
Financial Year Method
25th percentile
pay ratio
Median pay
ratio
75th percentile
pay ratio
2024 Option A 84:1 71:1 50:1
2023 Option A 171:1 142:1 101:1
2022 Option A 63:1 51:1 35:1
2021 Option A 57:1 45:1 30:1
2020 Option A 64:1 53:1 37:1
2019 Option A 47:1 38:1 26:1
Salary and total remuneration details for the relevant individuals are set out as follows:
£000 CEO 25th percentile Median 75th percentile
2024
Salary 628 25 29 38
Total remuneration 2,211 26 31 44
The employees at the 25th, 50th and 75th percentile have been determined by reference to average employee
pay across the Group for the financial year being reported on.
Unlike the total remuneration for the majority of employees, total remuneration for the CEO is mostly
dependent on, business performance and share price movements over time. As a result, the ratios may
fluctuate significantly from year to year. The pay ratio is lower in 2024 when compared to 2023 primarily due to
the value of the LTIP award vesting in each year. Although both the 2020 and 2021 LTIP awards vested in full,
the 2020 award was made at an increased level compared to 2021 given the loss of value in legacy awards
under the previous EPSP. This, combined with the strong share price growth throughout the period, resulted
in the CEO’s total remuneration being higher in 2023 than in 2024.
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Directors’ Remuneration report continued
Relative importance of spend on pay
£000 2023 2024 increase
Staff costs 270,776 297, 4 8 4 9.9%
Dividends 52,220 56,179 7.6%
Share buybacks 52,927 24,878 (53)%
The table above shows the movement in spend on staff costs versus that on dividends and share buybacks, reflecting a significant return of capital to our shareholders and our significantly increased investment in the
wider workforce.
Outstanding share awards
The table below sets out details of Executive Directors’ outstanding share awards.
M Ward
Scheme Grant date
Exercise price
(p)
Shares under
option at
30 April 2023
Number of
options/shares
granted during
the year
Vested during
year
Exercised during
year
Lapsed during
year
Forfeited during
year
Number of
shares at
30 April 2024
End of original
performance
period Vesting date Exercise period
LTIP
3
13.08.20 Nil 778,315 – 778,315 778,315 – – – 30.04.23 13.08.23 13.08.23 – 13.08.30
LTIP
2
09.08.21 Nil 206,853 – – – – – 206,853 30.04.24 09.08.24 09.08.24 – 09.08.31
LTIP
2
13.07. 22 Nil 271,763 – – – – – 271,763 30.04.25 13.07. 25 13.07.25– 13.07.32
LTIP
1
02.08.23 Nil – 273,143 – – – – 273,143 30.04.26 02.08.26 02.08.26-02.08.33
Total 1,256,931 273,143 778,315 778,315 – – 751,759
P Vincent
Scheme Grant date
Exercise price
(p)
Shares under
option at 30 April
2023
Number of
options/shares
granted during
the year
Vested during
year
Exercised during
year
Lapsed during
year
Forfeited during
year
Number of
shares at
30 April 2024
End of original
performance
period Vesting date Exercise period
LTIP
3
13.08.20 Nil 476,382 – 476,382 476,382 – – – 30.04.23 13.08.23 13.08.23 – 13.08.30
LTIP 09.08.21 Nil 133,601 – – – – – 133,601 30.04.24 09.08.24 09.08.24 – 09.08.31
LTIP
2
13.07. 22 Nil 175,525 – – – – – 175,525 30.04.25 1 3 . 07.25 13.07.25 – 13.07.32
LTIP
1
02.08.23 Nil – 176,416 – – – – 176,416 30.04.26 02.08.26 02.08.26 – 02.08.33
Total 785,508 176,416 476,382 476,382 – – 485,542
1 Performance targets as set out above.
2 A proportion of these awards were adjusted and forfeited following the acquisition of Redde plc in order to remove the proportion not expected to vest based on forecast performance. No remaining performance conditions remain other than the on-going service obligation.
3 The market values on date of exercise were: For M Ward, £2,578,828 at exercise price of 331.33p on 25 August 2023 and for P Vincent £1,640,814 at exercise price of 344.43p on 12 August 2023.
All outstanding awards are structured as nil-cost options.
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Overall plan limits
All the Company’s share schemes operate within the following limits: in any 10-calendar year period, the
Company may not issue (or grant rights to issue) more than:
a. 10% of the issued ordinary share capital under all the share plans; and
b. 5% of the issued ordinary share capital under the executive share plans (LTIP, DABP and MPSP).
The dilution position as at 30 April 2024 was 1.1% under the LTIP, MPSP and DABP, and 0.9% under the
SAYE and 0.7% under the Share Incentive Plan.
Service contracts and letters of appointment
The table below gives details of the service contracts and letter of appointments for each member of the Board.
Date of appointment
Date of current
contract/letter of
appointment
Notice from
the Company
Notice from
the individual
Unexpired
period of service
contract/letter of
appointment
Executive Directors
M Ward
1
21 February 2020 22 December 2010 12 months 12 months Rolling contract
P Vincent 16 July 2018 16 July 2018 6 months 6 months Rolling contract
Non-Executive Directors
A Palmer-Baunack 12 August 2019 12 August 2019 6 months 6 months Rolling contract
2
J Pattullo 1 January 2019 18 December 2020 3 months 3 months Rolling contract
2
M Butcher 23 September 2019 18 September 2019 3 months 3 months Rolling contract
2
B Karia 5 May 2022 5 May 2022 3 months 3 months Rolling contract
2
M McCafferty 21 February 2020 21 February 2020 3 months 3 months Rolling contract
2
N Rabson 9 November 2022 9 November 2022 3 months 3 months Rolling contract
2
1 Redde plc (as it was) contract rolled over.
2 The Non-Executive Directors’ contracts are typically entered into for an anticipated term of three years, which is extended by the
Board for further terms as appropriate.
SAYE
The Board believes that encouraging wider share ownership by all employees will have longer term benefits
for the Group and therefore introduced a SAYE scheme (including international sub-rules for our colleagues
in Spain and Ireland) in 2020, with the first savings period commencing in February 2021 and further savings
period commencing in September 2022 and October 2023. The SAYE provides an effective way of achieving
that aim at no financial risk to employees.
Under the SAYE, employees choose to make monthly savings amounts (which are paid to a financial
institution) in return for options to buy shares in the Company at the option price and using savings
accumulated over the savings period (three years). Employees can choose to cease saving and withdraw
their money at any time allowing the related options to lapse.
Options over 1,016,823 shares were granted under the SAYE scheme, in October 2023, with approximately
905 employees contributing monthly savings under the schemes. The next offer to take part in the SAYE
scheme is expected to be made later in 2024.
Philip Vincent participates in the SAYE scheme and was granted 6,691 options in August 2022. The Executive
Directors are entitled to participate in the SAYE, but the Non-Executive Directors cannot participate in the
SAYE.
Share Incentive Plan: YourShare
The Share Incentive Plan, like the SAYE plan, is an all-employee plan with the operation of the International
Share Incentive Plan entirely for those employees outside of the UK.
The Company awarded a grant of free shares up to the value of £500 to all Group employees in October 2023.
Shares were granted under the Share Incentive Plan and 211,134 shares were granted under the International
Share Incentive Plan, with approximately 7440 employees participating under both schemes. The next offer to
take part in the Share Incentive Plan is expected to be made later in 2024.
The Executive Directors are entitled to participate in the Share Incentive Plan, but the Non-Executive
Directors cannot participate in this scheme. Martin Ward and Philip Vincent were granted 154 free shares each
on 2 October 2023.
Sourcing of shares
A combination of newly-issued, treasury and market purchase shares (using a Guernsey employee benefit
trust) may be used to satisfy the requirements of the Group’s existing share schemes.
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Directors’ Remuneration report continued
The Remuneration Committee
The members of the Committee during the year and their attendance at Committee meetings during the year
are listed on page 110.
The CEO and CFO attend meetings by invitation and assist the Committee in its deliberations, except
when issues relating to their remuneration are discussed. Directors are not involved in deciding their own
remuneration. The Company Secretary acts as secretary to the Committee.
Remuneration advisers
In 2022, the Committee reviewed its remuneration advisory arrangements and conducted a competitive
selection process to appoint a new remuneration adviser to the Committee. Following the selection
process, the Committee appointed Deloitte LLP as remuneration adviser to the Committee on 6 September
2022. Since its appointment, Deloitte LLP has provided independent advice to the Committee on certain
remuneration matters. The total fees paid to Deloitte LLP in respect of its services to the Committee during the
year were £54,000 excluding VAT. The fees are charged on a time spent and expenses basis.
Deloitte LLP is a signatory to the Remuneration Consultants’ Code of Conduct. During the year Deloitte LLP
did not provide any other services to the Company. The Committee is satisfied that advice received from
Deloitte during the year was objective and independent and that all individuals who provided remuneration
advice to the Committee had no connections with ZIGUP or its Directors that may impair their independence.
The Committee’s terms of reference are available on the Company’s website: www.zigup.com
The Committee is responsible for making recommendations to the Board on the remuneration packages and
terms and conditions of employment of the Chairman and the Executive Directors of the Company, as well
as the Company Secretary, and under the new Code group operating board immediately below the Executive
Directors. The Committee also reviews remuneration policies and practices generally throughout the Group.
In accordance with the policy, the Committee has sought to ensure that the incentive structure will not raise
ESG risks by inadvertently motivating irresponsible behaviour and will take account of ESG matters generally
in determining overall remuneration policy and structure. The Committee is able to consider corporate
performance on ESG issues when setting the Executive Directors’ annual objectives and remuneration.
Directors’ shareholding and share interests
The Executive Directors are required to build up a shareholding equivalent to 200% of salary, to be achieved
primarily through the retention, after tax, of shares acquired on exercise of options granted under the LTIP
and shares acquired through bonus deferral, until such time as their share ownership requirement has been
met. Directors are not required to go into the market to purchase shares, although market purchases are
encouraged and any shares so acquired would count towards meeting the guidelines.
The Chairman and Non-Executive Directors do not have a shareholding guideline although the holding of
shares in the business is encouraged. Details of the Directors’ interests in shares are shown in the table
below:
Share interests (audited)
Number of shares:
Beneficially
owned at
30 April 2024
Vested but not
exercised LTIP Unvested LTIP
% shareholding
guideline
achieved at
30 April 2024
M Ward 2,261,513 – 751,759 Fully met
P Vincent 450,393 – 485,542 Fully met
A Palmer-Baunack 110,442 – – N/A
J Pattullo 60,000 – – N/A
M Butcher 34,676 – – N/A
B Karia 0 – – N/A
M McCafferty 11,007 – – N/A
N Rabson 5,684 – – N/A
Both Martin Ward and Philip Vincent have met the shareholding policy guideline as they hold shares with a
value in excess of 200% of basic annual salary.
Martin Ward exercised 778,315 awards during the year and Philip Vincent exercised 476,382 under the LTIP.
Martin Ward’s shareholding includes 178,737 shares awarded in July 2023, July 2022 and July 2021 under
the deferred element of the annual bonus scheme and 279 shares awarded under the 2023 and 2022 SIPs.
Philip Vincent’s shareholding includes 99,591 shares awarded in July 2023, July 2022, July 2021 and
September 2020 under the deferred element of annual bonus scheme, and 279 shares awarded under the
2023 and 2022 SIP. The annual bonus deferred shares vested immediately but are held in a nominee account
for three years following the date of award in accordance with the scheme rules.
No changes in the above interests have occurred between 30 April 2024 and the date of this report.
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Statement of shareholder voting and shareholder feedback
The following table sets out the votes received from shareholders for the Directors’ Remuneration report at the
2023 AGM:
Directors’ Remuneration report 2023 – Resolution 3
Total number
of votes Votes %
Votes cast
For 159,494,928 86.62
Against 24,628,102 13.38
Total votes cast (excluding votes withheld) 184,123,030
Votes withheld 47,592
Total votes cast (including votes withheld) 184,170,622
The following table sets out the votes received from shareholders for the Policy at the 2023 AGM:
Directors’ Remuneration Policy 2023 – Resolution 4
Total number
of votes Votes %
Votes cast
For 181,801,834 98.74
Against 2,322,108 1.26
Total votes cast (excluding votes withheld) 184,123,942
Votes withheld 46,680
Total votes cast (including votes withheld) 184,170,622
Votes withheld are not included in the final proxy figures as they are not recognised as a vote in law.
We gained support at our 2023 AGM for the amendments made to the policy and the policy became effective
from that time. We consulted extensively with shareholders in the development of that policy and I would like
to thank shareholders for their input.
Approval
This annual report on remuneration has been approved by, and signed on behalf of, the Board of Directors.
John Pattullo
Remuneration Committee Chairman
10 July 2024
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Share rights
Subject to the provisions of the CA 2006 and without prejudice to any rights attached to any existing shares
or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary
resolution determine or, subject to and in default of such determination, as the Board shall determine. The
Company’s shares when issued are free from all liens, equities, charges, encumbrances, and other interests.
No shareholder shall be entitled to vote at a general meeting, either in person or by proxy, in respect of any
share held by them unless all monies presently payable by them in respect of that share have been paid. In
addition, no shareholder shall be entitled to vote, either in person or by proxy, if they have been served with a
notice under section 793 of the CA 2006 (concerning interests in those shares) and have failed to supply the
Company with the requisite information.
Other than restrictions considered to be standard for a UK listed company (for example, restrictions on
transfer of partly-paid certificated shares), there are no specific restrictions on the size of a holding nor on
the transfer of shares in the Company, which are both governed by the general provisions of the Articles and
prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s
shares that may result in restrictions on the transfer of securities or on voting rights.
Details of employee share schemes are set out in the Directors’ Remuneration report. Shares held by the
Company’s Share Schemes Trustees are voted on the instructions of the employees on whose behalf they
are held. Shares held in the Guernsey Trust are voted at the discretion of the Trustees.
No person has any special rights of control over the Company’s share capital and all issued shares are
fully paid.
Directors’ interests
Details of the Directors’ interests in shares are set out in the Directors’ Remuneration report on pages 110
to 122. No Company in the Group was, during or at the end of the year, party to any contract of significance
in which any Director was materially interested. The Directors are not aware of any agreements between the
Company and its Directors or employees that provide for compensation for loss of office or employment that
occurs because of a change of control.
Authority to issue shares
Subject to the provisions of the CA 2006 and without prejudice to any rights attached to any existing shares
or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary
resolution determine or, subject to and in default of such determination, as the Board shall determine.
The authority conferred on the Directors at last year’s AGM to allot shares in the Company up to a maximum
nominal amount of £38,202,308 (representing 33.3% of the issued ordinary share capital of the Company
(excluding treasury shares), as at the latest practicable date before publication of the Notice of the Company’s
last AGM) and, in connection with a pre-emptive offer to existing shareholders, to allot additional shares
in the Company up to a maximum nominal amount of £38,202,308 (representing a further 33.3% of the
issued ordinary share capital of the Company (excluding treasury shares), as at the latest practicable date
before publication of the Notice of the Company’s last AGM), expires on the date of the forthcoming AGM.
Shareholders will be asked to give a similar authority to allot shares at the forthcoming AGM. Shareholders will
be asked to give a similar authority to allot shares at the forthcoming AGM.
The Directors present their report and the audited consolidated
accounts for the year ended 30 April 2024.
Results and preparation
Details on financial performance and dividends can be found in the Strategic Report from
Pages 02 to 85
This report has been prepared in accordance with the requirements outlined within The Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 and forms part of the management
report as required under Disclosure Guidance and Transparency Rule (DTR) 4. This section, together with the
Strategic Report, the Corporate Governance section on pages 86 to 128 and the other sections of the Annual
Report and Accounts as referred to herein, fulfil the requirements of the Directors’ report.
Strategic Report
The Strategic Report on pages 1 to 85 was approved by the Board on 10 July 2024 and is incorporated into
this Directors’ report by reference.
Close company status
So far as the Directors are aware, the close company provisions of the Income and Corporation Taxes Act
2010 do not apply to the Company.
Articles of Association
The rights and obligations attached to the Company’s ordinary shares are set out in the Company’s Articles
of Association (the Articles), copies of which can be obtained from Companies House in the UK or by writing
to the Company Secretary. With regard to the appointment and replacement of Directors, the Company is
governed by the Articles, the UK Corporate Governance Code, the Companies Act 2006 (the CA 2006) and
related legislation. The powers of Directors are set out in the Articles.
Amendment to Articles of Association
Any amendments to the Articles may be made in accordance with the provisions of the CA 2006 by special
resolution of the shareholders.
Share capital
Details of the issued share capital, together with details of any movements during the year, are shown in Note
24 to the financial statements. The Company has one class of ordinary share, which carries no right to fixed
income. Each ordinary share carries the right to one vote at general meetings of the Company.
The Company has also issued cumulative preference shares of 50p each that entitle the holder to receive a
cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at
either winding up or a repayment of capital. The cumulative preference shares do not entitle the holders to any
further or other participation in the profits or assets of the Company.
The percentage of the total issued nominal value of all shares represented by the ordinary shares is 98.3%
(2023: 98.3%).
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Interests in shares
The Company is aware of the following persons who, either directly or indirectly, held 3% or more of the issued
share capital of the Company as at 30 April 2024:
30 April 2024 %
Lombard Odier Investment Managers 19,831,905 8.73
Fidelity International 18,431,711 8.11
Aberforth Partners** 15,809,540 6.96
Schroder Investment Management 11,753,161 5.17
BlackRock* 11,452,427 5.04
Vanguard Group* 11,408,509 5.02
Dimensional Fund Advisors* 10,133,883 4.46
JO Hambro Capital Management* 9,895,717 4.36
LSV Asset Management * 7,381,322 3.25
Employee Benefit Trust * 7,172, 946 3.16
Janus Henderson Investors * 6,989,862 3.08
* Information obtained from the Company’s share register analysis.
** In the period from 30 April 2024 to 10 July 2024, the Company received a further notification from Aberforth Partners LLP
disclosing that its holding had decreased to 11,331,583 ordinary shares (4.99% of the total voting rights in the Company).
Directors
The names of the Directors who served on the Board during the year are set out on pages 94 to 95.
Director Resolutions to reappoint each of the Directors in office at the date of this report will be proposed at
the AGM. Termination provisions in respect of Executive Directors’ contracts can be found in the Directors’
Remuneration report, starting on page 110.
Directors’ indemnities
As permitted by the Company’s Articles, qualifying third party indemnities for each Director of the Company
were in place throughout their periods of office during the year and, for those currently in office, remained in
force as at the date of signing of this report.
The Company’s Articles are available on the Company’s website:
www.zigup.com
Disabled employees
The Group welcomes and gives full and fair consideration to applications for employment from persons
with a disability (both visible and non-visible). Our focus is on providing the right tools to support both
current and future employees to be successful in the workplace. The Group assists employees who have
a disability with training, career development and progression opportunities and, in a situation where an
existing employee develops a disability, our approach is to provide continuing support and training
wherever possible. Where changes to working practices or structure affect employees, they are consulted
and given the appropriate assistance.
Authority to issue shares continued
The Company at its last AGM, sought authority to allot shares in line with the guidance, issued by the Pre-
Emption Group of the Financial Reporting Council, that issuers may disapply pre-emption rights up to 10%
of the Company’s issued ordinary share capital and a further 2% follow-on offer and seek further authority
to disapply pre-emption rights for up to an additional 10% for certain acquisitions or specified capital
investments and a further 2% follow-on offer.
The authorities were limited to:
• firstly, an aggregate nominal amount of £11,460,692, representing approximately 10% of the current issued
ordinary share capital (excluding treasury shares); and
• secondly, a further 10% of the Company’s ordinary share capital (excluding treasury shares), provided that
this additional power is only used in connection with acquisitions and specified capital investments which
are announced contemporaneously with the issue or which have taken place in the preceding 12-month
period and are disclosed in the announcement of the issue.
The authorities in a follow-on offer were limited to:
• firstly, an aggregate nominal value of £2,292,138 representing approximately 2% of the current issued
share capital (excluding treasury shares)
• secondly, an additional aggregate nominal value of £2,292,138 representing approximately 2% of the
current issued share capital (excluding treasury shares).
• These amounts are in addition to the amounts authorised for the general use authority and authority for
acquisitions and specified capital investments described above,
Shareholders will be asked to give similar authorities to disapply pre-emption rights at the forthcoming AGM.
Authorities to purchase shares
The authorities for the Company to purchase in the market up to: (i) 22,921,385 of its ordinary shares
(representing 10% of the issued share capital of the Company as at the latest practicable date before
publication of the Notice of the Company’s last AGM); and (ii) 1,000,000 of its preference shares (being all
of its preference shares remaining in issue), in each case granted at the Company’s last AGM, expire on the
date of the forthcoming AGM. Shareholders will be asked to give similar authorities to purchase shares at the
forthcoming AGM.
Shares purchased by the Company
The Group’s objective is to employ a disciplined approach to investment, returns and capital efficiency to
deliver sustainable compounding growth. Reflecting this approach and in light of the Company’s substantial
headroom under its facilities and target leverage, on 28 July 2023 the Company launched a share buyback
programme of the Company’s ordinary shares for up to a maximum aggregate consideration of £30m. The
share buyback programme concluded on 13 June 2024. Total shares purchased by the Group through the
share buyback programme during the year was 7,104,291 shares.
Report of the Directors continued
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Report of the Directors continued
During the year, the Board approved and oversaw the implementation of a refreshed strategic framework.
Further detail on how the Directors have discharged their duties under Section 172(1) of the CA 2006 is
included on pages 82 to 85.
Future developments
Details of likely future developments affecting the Group are included within the CEO review on pages 20 to
23 and within the Our strategy section on pages 16 to 17.
Dividends
Subject to shareholder approval, the Directors are recommending a final dividend of 17.5p per share (2023:
16.5p) which will be paid on 27 September to shareholders on the register as at close of business on 30
August. Dividend waiver arrangements are in place for shares held employee trusts and shares held in
treasury.
Political donations
No political donations were made by the Group in the year.
Subsidiaries
As a Group our interests and activities are operated through subsidiaries in the UK, Spain and Ireland, and are
subject to the laws and regulations of these jurisdictions.
There are no overseas branches.
Significant agreements
The Group’s financing facilities (Note 20 to the financial statements) and share plans are subject to change of
control provisions.
Research and development
The Group carries out research and development necessary to support its principal activities as a mobility
solutions provider.
Energy and carbon reporting
The disclosures regarding greenhouse gas emissions, energy consumption and energy efficiency actions
included in the CA 2006 (Strategic Report and Directors’ Report) Regulations 2013 (as amended) are
included in the TCFD and SECR report of the Strategic Report on pages 69 to 79.
Employee and other stakeholder engagement
We are committed to ensuring that we can create a safe and inclusive environment for our people, and
we continue to work to ensure our commitments are well implemented across all areas of the Group. All
employees are provided with information on matters of concern to them in their work, through regular briefing
meetings and internal publications. To inform employees of the economic and financial factors affecting our
business, regular updates are posted on our intranet, and we receive internal-wide communications of matters
of interest from the CEO. Alongside this, information is cascaded to employees through senior management,
also boosting employee engagement. Group incentive schemes reinforce financial and economic factors
affecting the performance of the business. In recent years the Company has successfully operated the
SAYE risk free share saving programme across the Group and the Free Share programme, under which all
employees were provided with £500 worth of free shares in the Company in December 2022 and again in
October 2023, allowing colleagues the opportunity to participate in the success of the Group and promoting
alignment of interests between colleagues and shareholders.
The Group also engages with its employees in the business through the Employee Engagement Forum,
which is chaired by a senior member of the Group Management Board. The Forum comprises members from
across the Group to ensure a balanced representation of the workforce and is attended by other members of
senior management from time to time. The Employee Engagement Forum is a forum which allows employees
to address any matters of concern they have about the Group, and any matters which are deemed to be of
material importance are cascaded to the Board. For further information relating to the work of the Employee
Engagement Forum please see page 111 of the Directors’ Remuneration report.
In 2024 the Group also held a leadership event, at which 200 colleagues were invited to hear the Executive
Committee present and discuss the refreshed strategic framework and purpose, new corporate brand, and
corporate name. Further engagement since the leadership event, centring around the refreshed strategic
framework, has included internal roadshows, town halls and team sessions.
The Board understands the importance of the need to foster the business’s relationships with customers,
suppliers and investors. Examples of how the Board engaged directly with customers and suppliers during the
year are as follows:
Engagement with customers and suppliers
The Company regularly engages with its customers to understand their needs and enable them to receive
the widest of benefits through the Company’s customer offering. As part of this the Board considered during
the year both the services the customers look to receive and the requirements that underpin demand for
these services. The Company also engages with its suppliers at the outset of the relationship to agree on
performance metrics and ensure continual monitoring and performance. Regular meetings with our suppliers
are undertaken, which also includes periodic performance reviews to ensure compliance with the Company’s
Modern Slavery statement and its Code of Conduct. The Board also reviewed and approved the Group’s
Modern Slavery statement.
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Directors’ Remuneration report
The Directors’ Remuneration report contains:
• a statement by John Pattullo, Chairman of the Remuneration Committee;
• the Directors’ Remuneration Policy; and
• the Annual report on remuneration, which sets out payments made in the financial year ended 30 April 2024.
The statement by the Chairman and Annual report on remuneration will be put to an advisory shareholder vote
by ordinary resolution.
The Directors’ Remuneration report can be found on pages 110 to 122 and is incorporated in this Directors’
report by reference.
Disclosure of information under Listing Rule 9.8.4R(12)
Dividend waiver arrangements are in place for the employee trusts and shares held in treasury.
Section Topic Location
1 Interest capitalised N/A
2 Publication of unaudited financial information N/A
3 Details of long term incentive schemes This can be found in the Directors’
Remuneration report on pages 110 to 122
4 Waiver of emoluments by a Director N/A
5 Waiver of future emoluments by a Director N/A
6 Non pre-emptive issues of equity for cash N/A
7 As item (6), in relation to major subsidiary
undertakings
N/A
8 Parent participation in a placing by a listed
subsidiary
N/A
9 Significant agreements This can be found on page 125 of the
Directors’ report.
10 Provision of services by a controlling shareholder N/A
11 Shareholder waivers of dividends This can be found immediately above this table
12 Shareholder waiver of future dividends N/A
13 Agreements with controlling shareholders N/A
Length of notice of general meetings
The minimum notice period permitted by the CA 2006 for general meetings of listed companies is 21 days,
but the CA 2006 provides that companies may reduce this period to 14 days (other than for AGMs) provided
that two conditions are met. The first condition is that the Company offers a facility for shareholders to vote
by electronic means. This condition is met if the Company offers a facility, accessible to all shareholders, to
appoint a proxy by means of a website.
Report of the Directors continued
A separate notice of AGM has been issued to all shareholders which includes details of the Company’s
arrangements for electronic proxy appointment. The second condition is that there is an annual resolution of
shareholders approving the reduction of the minimum notice period from 21 days to 14 days.
A resolution to approve 14 days as the minimum period of notice for all general meetings of the Company
other than AGMs will be proposed at the AGM. The approval will be effective until the Company’s next AGM,
when it is intended that the approval be renewed.
It is the Board’s intention that this authority would not be used as a matter of routine but only when merited by
the circumstances of the meeting and in the best interests of shareholders.
Financial instruments
Details of the Group’s use of financial instruments are given in the Financial review on pages 40 to 50 and in
Note 30 to the financial statements.
Important events
There have been no notable events since the end of the financial year.
Auditors
In the case of each of the persons who are Directors of the Company at the date when this report was approved:
• so far as each of the Directors is aware, there is no relevant audit information of which the Company’s
auditors are unaware; and
• each of the Directors has taken all the steps that they ought to have taken as a Director to make himself or
herself aware of any relevant audit information (as defined) and to establish that the Company’s auditors
are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the
CA 2006.
A resolution for the appointment of PwC as auditors of the Company will be proposed at the forthcoming
AGM. This proposal is supported by the Audit Committee.
The Directors’ report, comprising the Corporate governance report and the reports of the Audit, Nominations
and Remuneration Committees, have been approved by the Board and signed on its behalf.
By order of the Board.
Avril Palmer-Baunack
Chairman
10 July 2024
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The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have prepared the Group financial statements in accordance with UK-adopted international
accounting standards and the Company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced
Disclosure Framework”, and applicable law).
Under Company law, Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group
for that period. In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards have been followed for the Group
financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed
for the Company financial statements, subject to any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to ensure that the financial statements and the
Directors’ Remuneration report comply with the CA 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed in the Corporate Governance section confirm
that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the
Group;
• the Company financial statements, which have been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial
position of the Company; and
• the Report of the Directors includes a fair review of the development and performance of the business and
the position of the Group and Company, together with a description of the principal risks and uncertainties
that it faces.
• In the case of each Director in office at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s
auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware
of any relevant audit information and to establish that the Group’s and Company’s auditors are aware of that
information.
By Order of the Board
Martin Ward
Chief Executive Officer
10 July 2024
Statement of Directors’ responsibilities
in respect of the financial statements
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Report on the audit of the financial statements
Opinion
In our opinion:
• ZIGUP plc (formerly Redde Northgate plc)’s Group financial statements and Company financial statements
(the “financial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs
as at 30 April 2024 and of the Group’s profit and the Group’s cash flows for the year then ended;
• The Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006;
• The Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101
“Reduced Disclosure Framework”, and applicable law); and
• The financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
We have audited the financial statements, included within the Annual Report and Accounts (the “Annual
Report”), which comprise: the Consolidated and Company Balance sheets as at 30 April 2024; the
Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated
cash flow statement and the Consolidated and Company Statements of changes in equity for the year then
ended; and the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for
the audit of the financial statements section of our report. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical
Standard were not provided.
Other than those disclosed in Note 6, we have provided no non-audit services to the Company or its controlled
undertakings in the period under audit.
Independent auditors’ report
to the members of ZIGUP plc (formerly Redde Northgate plc)
Our audit approach
Overview
Audit scope
• The Group is organised into 38 reporting components and the Group financial statements are a
consolidation of these reporting components.
• Of the 38 components we identified five which, in our view, required a full scope audit either due to their size
or risk characteristics, four of these were audited by the Group engagement team.
• There is one significant component based overseas, Northgate España Renting Flexible S.A, which has
been audited by PwC component auditors.
• Specific audit procedures were performed over a further 4 reporting components due to their contributions
to the financial statement line items in the Group financial statements. These include procedures over cash
and bank balances, interest in associates, other intangible assets, property, plant and equipment, cost of
sales, foreign exchange differences, staff costs, lease liabilities, trade and other payables and amortisation
of intangible assets.
• As a result of this scoping we obtained coverage over 76% of the consolidated revenues and 82% of the
consolidated profit before tax and exceptional items.
Key audit matters
• Determining appropriate depreciation rates for vehicle assets held for hire (Group).
• Claims due from insurance companies and self-insuring organisations, incorporating revenue recognition
(Group).
• Recoverability of investments in subsidiary undertakings and amounts owed by subsidiary undertakings
(Parent).
Materiality
• Overall Group materiality: £8,100,000 (2023: £9,600,000) based on 5% of profit before tax and exceptional
items.
• Overall Company materiality: £15,700,000 (2023: £15,600,000) based on 1% of total assets.
• Performance materiality: £6,100,000 (2023: £7,200,000) (Group) and £11,775,000 (2023: £11,700,000)
(Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in
the financial statements.
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Independent auditors’ report continued
to the members of ZIGUP plc (formerly Redde Northgate plc)
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance
in the audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by the auditors, including those which had the
greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we make on the results of our procedures thereon,
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Determining appropriate depreciation rates for vehicle assets held for hire (Group)
The Group has a total of £1,300.7m (2023:
£1,163.6m) of vehicle assets held for hire with
a depreciation charge totalling £205.2m (2023:
£152.7m). The Group adopts an accounting policy
that uses depreciation rates based on estimated
useful lives, with the anticipation that the net book
value of these vehicle assets approximates to their
market value at the time of disposal. This policy
seeks to minimise any significant gains or losses
upon disposal of the vehicle assets. This policy
requires management to make an estimate of what
the residual value will be at the time of disposal.
Determining likely residual values for future vehicle
disposals is judgemental and requires a number of
judgements and estimates to be made, including
the age, condition and expected future market
conditions, such as forecast levels of supply and
demand. Further explanation is included in the
Group’s critical accounting judgements and key
sources of estimation uncertainty in Note 3 and the
Report of the Audit Committee on pages 103 to 107.
The disclosures in respect of vehicle assets held for
hire are shown in Notes 2, 3 and 14.
We have obtained management’s model to support
the depreciation rates selected and confirmed its
mathematical accuracy. We challenged management’s
assumptions of expected future market values of hire
vehicles, taking into account the various judgements
used in the calculation of future residual values. We
have also considered how future average prices
correlate with expectations around vehicle supply and
have corroborated management’s expectations of
vehicle supply and demand against external third party
industry reports. In addition we performed sensitivities
on the residual values used by management. We
performed detailed testing of the calculations
supporting the estimates and judgements taken by
management, including comparisons to recent actual
market prices achieved on disposal of similar vehicles.
We challenged management’s assumptions in respect
of the future changes to the vehicle hire fleet, including
expected infleets, defleets and purchase pricing.
We have tested the actual outturn in the year against
management judgements as part of our lookback
procedures. We also considered the adequacy of
the Group’s disclosures in respect of the estimation
uncertainty in setting appropriate depreciation rates.
Based on the procedures performed, we were able
to obtain sufficient audit evidence in respect of the
judgements and estimates applied by management in
determining the depreciation rates used.
Key audit matter How our audit addressed the key audit matter
Claims due from insurance companies and self-insuring organisations, incorporating revenue
recognition (Group)
Within the Claims & Services operating segment
the Group recognises contract assets amounting
to £196.0m (2023: £240.6m) on claims due
from insurance companies and self-insuring
organisations which are subject to the insurance
claims being settled. Included within this balance is
revenue recognised on non-protocol claims which
represents variable consideration and is subject to a
variable consideration adjustment which takes into
account the settlement risk. This includes historical
and expected collection rates, as well as the aged
profile of amounts due. The assumptions underlying
the calculation of the variable consideration
adjustment, as well as the adjustments made,
involve significant judgement and therefore impact
both the carrying value of the associated assets and
revenue recognised in relation to the associated
claims. We determined that the valuation of
outstanding claims,which incorporates the variable
consideration adjustment,has a high degree of
estimation uncertainty, with a potential range of
reasonable outcomes greater than our materiality
for the financial statements as a whole, and possibly
many times that amount. Further explanation
of the estimation uncertainty is included in the
critical accounting judgements and key sources of
estimation uncertainty in Note 3 and the Report of
the Audit Committee on pages 103 to 107.
We assessed the accounting policy and approach
to recognising revenue to ensure it was consistent
with the principles of IFRS 15 “Revenue from
contracts with customers” and in particular variable
consideration. We reperformed the calculation within
the model from the input data such as the ageing
and recovery rates. We assessed and challenged
the key assumptions used by management to
derive the variable consideration adjustment,
taking into account historical collection rates for
individual insurers for each category of claim and
any outliers within the data. We assessed whether
there was any contradictory evidence which could
call into question the assumptions made and we
corroborated explanations provided to supporting
information or evidence. We formed an independent
view of the adequacy of the variable consideration
adjustment, by obtaining invoice and settlement data
since January 2016. We used this data to analyse the
historical collection performance of monthly cohorts
of invoices for each category of claim and derived
an expectation of the potential settlement of claims
outstanding at the balance sheet date. We also
requested management perform a lookback test, by
assessing the outcome of cash settlements in the
period against the assumptions made in determining
the variable consideration adjustment at the previous
balance sheet date. Using the historical recovery
rates and aging profiles we calculated an auditor’s
range as of the expected provision required. The
results of this lookback test have been disclosed in
the financial statements within Note 17, receivables
and contract assets. We have considered the
adequacy of the disclosures in respect of estimation
uncertainty included within the financial statements.
Based on the procedures above, we concluded that
the level of the provision held at the balance sheet
date is reasonable.
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Key audit matter How our audit addressed the key audit matter
Recoverability of investments in subsidiary undertakings and amounts owed by subsidiary
undertakings (Parent)
The Company has significant investments in respect
of acquisitions made across various subsidiaries
amounting to £451.0m (2023: £447.9m) and
amounts owed from subsidiary undertakings
amounting to £1,078.6m (2023: £1,111.5m). The
recoverable amount of the subsidiary is impacted
by various factors, a number of which are outside of
ZIGUP’s control, which could affect whether results
are in line with expectations. Where a subsidiary
has been subject to poor historical performance,
there is a risk around the recoverability of this
investment. There is inherent uncertainty and
judgement in forecasting future cash flows, and
therefore this is a particularly judgemental area of
the audit. Amounts due from Group undertakings
are considered as part of management’s IFRS 9
expected credit loss assessment. The disclosures
in respect of investments in subsidiary undertakings
and amounts owed by subsidiary undertakings are
shown in Notes 2, 3, 5 and 7.
We evaluated and challenged management’s
process for assessing impairment triggers for
investments in subsidiary undertakings and
management’s IFRS 9 expected credit loss
assessment in respect of amounts owed by
subsidiary undertakings. We have undertaken the
following in respect of the investment in subsidiary
undertakings:
• Compared the carrying value to the net assets of
the underlying investment;
• Compared historical performance to historical
forecasts to assess accuracy in the budget
process;
• We engaged with PwC experts to assess the
discount rate;
• We assessed the reasonableness of the revenue
and cost assumptions and performed sensitivity
analysis on the forecasts, including downside
scenarios to assess headroom; and
• Assessed the Group’s budgeting procedures as a
basis for value-in- use calculations.
We have considered management’s approach
to the expected credit loss assessment of each
of the counterparty balances and the risk of
default. We have also considered the adequacy
of the disclosures in respect of investments in
subsidiary undertakings and amounts receivable
from subsidiary undertakings. We are satisfied with
management’s conclusion on the carrying value
of investments and amounts due from subsidiary
undertakings.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account the structure of the Group and the Company, the
accounting processes and controls, and the industry in which they operate.
The Group is organised into 38 reporting components and the Group financial statements are a consolidation
of these reporting components. The reporting components vary in size and we identified five components,
in the UK and Spain, that required a full-scope audit of their financial information due to either their size or
risk characteristics; four of these were audited by the Group engagement team. There is one significant
component based overseas, Northgate España Renting Flexible S.A., which has been audited by PwC
component auditors.
Specific audit procedures were performed over a further four reporting components due to their contributions
to the financial statement line items in the Group financial statements. These include procedures over cash
and bank balances, interest in associates, other intangible assets, property, plant and equipment, cost of
sales, foreign exchange differences, staff costs, lease liabilities, trade and other payables and amortisation of
intangible assets.
Our audit scope was determined by considering the significance of each component’s contribution to profit
before tax and exceptional items, and individual financial statement line items, with specific consideration to
obtaining sufficient coverage over significant risks. As a result of this scoping we obtained coverage over 76%
of the consolidated revenues and 82% of the consolidated profit before tax and exceptional items. The Group
engagement team were significantly involved at all stages of the component audit by virtue of numerous
communications throughout, including the issuance of detailed audit instructions and review and discussions
of the audit approach and findings, in particular over our areas of focus. The Group audit team met with
local management and the component audit team and attended their clearance meeting. In addition, we
reviewed the component team reporting results and their supporting working papers, which together with the
additional procedures performed at Group level, gave us the evidence required for our opinion on the financial
statements as a whole. Our audit procedures at the Group level included the audit of the consolidation,
goodwill and other intangible assets, investments in associates, income and deferred taxation and certain
aspects of IFRS 16 ‘Leases’. The Group engagement team also performed the audit of the Company.
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Independent auditors’ report continued
to the members of ZIGUP plc (formerly Redde Northgate plc)
The impact of climate risk on our audit
Climate change is expected to present both risks and opportunities for the Group. As explained in the
Sustainability section of the Strategic Report, the Group is mindful of its impact on the environment and is
focused on ways to reduce climate-related impacts as management continues to develop its plans towards a
net zero pathway by 2050. Management’s climate change initiatives and commitments will impact the Group
in a variety of ways, and while the Group has started to quantify some of the impacts that may arise on its
net zero pathway, the future financial impacts are clearly uncertain given the medium to long term horizon.
Disclosure of the impact of climate change risk based on management’s current assessment is incorporated
in the Task Force on climate related financial disclosures (TCFD) section of the Annual Report.
As part of our audit, we made enquiries of management to understand the extent of the potential impact of
climate change on the Group’s business and the financial statements, including reviewing management’s
climate change risk assessment which was prepared with support from an external expert. We used our
knowledge of the Group to evaluate the risk assessment performed by management.
We assessed that the key areas in the financial statements which are more likely to be materially impacted by
climate change are those areas that are based on future cash flows. As a result, we particularly considered
how climate change risks and the impact of climate commitments made by the Group could impact the
assumptions made in the forecasts prepared by management that are used in the Group’s impairment
analysis and for going concern purposes. We challenged how management had considered longer term
physical risks such as severe weather-related impacts, and shorter-term transitional risks such as policy
changes in fuel subsidies and limited supply of EVs and hybrids. Our procedures did not identify any material
impact on our audit for the year ended 30 April 2024. We also checked the consistency of the disclosures
in the TCFD section of the Annual Report with the relevant financial statement disclosures, including the
going concern section of the accounting policies, and with our understanding of the business and knowledge
obtained in the audit.
We confirmed with management and the Audit Committee that the estimated financial impacts of climate
change will be reassessed prospectively and our expectation is that climate change disclosures will evolve as
the understanding of the actual and potential impacts on the Group’s future operations are established with
greater certainty.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures on the individual financial statement line items and
disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Financial statements – Group Financial statements – Company
Overall materiality £8,100,000 (2023: £9,600,000). £15,700,000 (2023: £15,600,000).
How we determined it 5% of profit before tax and exceptional
items
1% of total assets
Rationale for
benchmark applied
Based on the benchmarks used in
the Annual Report, profit before tax
and exceptional items is the primary
measure used by the shareholders
in assessing the performance of the
Group, and is a generally accepted
auditing benchmark. We have chosen
this as our benchmark as it is a key
performance measure disclosed to
users of the financial statements. This
figure takes prominence in the Annual
Report, as well as the communications
to both the shareholders and
the market, and an element of
management remuneration is linked to
this performance measure. Based on
this it is considered appropriate to use
the adjusted profit before tax figure for
the year as an appropriate benchmark.
We believe that total assets are
considered to be appropriate as it is
not a profit oriented Company. The
Company is a non-trading holding
Company only and therefore total
assets is deemed a generally accepted
auditing benchmark. The Company
has been included as a full scope
component in the scope of the Group
audit and was audited to a lower
capped materiality.
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Annual Report and Accounts 2024
132
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall
Group materiality. The range of materiality allocated across components was between £3.7m and £6.8m.
Certain components were audited to a local statutory audit materiality that was also less than our overall
Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance
materiality in determining the scope of our audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2023: 75%) of overall materiality, amounting to £6,100,000 (2023: £7,200,000) for the
Group financial statements and £11,775,000 (2023: £11,700,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements,
risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the
upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £405,000 (Group audit) (2023: £480,000) and £785,000 (Company audit) (2023: £780,000) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the
going concern basis of accounting included:
• We obtained from management their latest assessments supporting their conclusions with respect to the
going concern basis of preparation of the financial statements;
• We evaluated the historical accuracy of the budgeting process to assess the reliability of the data;
• We evaluated management’s base case forecast and downside scenarios, and challenged the adequacy
and appropriateness of the underlying assumptions;
• In conjunction with the above we have also reviewed management’s analysis of both liquidity, including
the Group’s available financing and maturity profile, and covenant compliance to satisfy ourselves that no
breaches are anticipated over the period of assessment;
• We reviewed management accounts for the financial period to date and checked that these were consistent
with the starting point of management’s forecasts, and supported the key assumptions included in the
assessment; and
• We have reviewed the disclosures made in respect of going concern included in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s
ability to continue as a going concern for a period of at least 12 months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to
the Group’s and the Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements
and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, accordingly, we do not express an audit opinion
or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an
apparent material inconsistency or material misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these
responsibilities.
With respect to the Strategic Report and Report of the Directors, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report
certain opinions and matters as described below.
Independent auditors’ report continued
to the members of ZIGUP plc (formerly Redde Northgate plc)
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Annual Report and Accounts 2024
133
Independent auditors’ report continued
to the members of ZIGUP plc (formerly Redde Northgate plc)
Strategic Report and Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic
Report and Report of the Directors for the year ended 30 April 2024 is consistent with the financial statements
and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in
the course of the audit, we did not identify any material misstatements in the Strategic Report and Report of
the Directors.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer term
viability and that part of the corporate governance statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement, included within the Corporate governance section of the Annual Report
and Accounts, is materially consistent with the financial statements and our knowledge obtained during the
audit, and we have nothing material to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to
identify emerging risks and an explanation of how these are being managed or mitigated;
• The Directors’ statement in the financial statements about whether they considered it appropriate to
adopt the going concern basis of accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least 12 months
from the date of approval of the financial statements;
• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall due over the period of its assessment, including
any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was
substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’
process supporting their statement; checking that the statement is in alignment with the relevant provisions
of the UK Corporate Governance Code; and considering whether the statement is consistent with the
financial statements and our knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements and our
knowledge obtained during the audit:
• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and
Company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to
the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of
the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements,
the Directors are responsible for the preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view. The Directors are also responsible for
such internal control as they determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or
the Company or to cease operations, or have no realistic alternative but to do so.
Strategic
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Annual Report and Accounts 2024
134
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance
with laws and regulations related to direct laws and regulations, for example corporation tax legislation and
the Companies Act 2006, and we considered the extent to which non-compliance might have a material
effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that
the principal risks were related to posting inappropriate journal entries to manipulate revenue and financial
performance and management bias included within accounting judgements and estimates. The Group
engagement team shared this risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work. Audit procedures performed by the
Group engagement team and/or component auditors included:
• Review of Board minutes, discussions with management, internal audit and the Group’s legal function,
including consideration of known or suspected instances of non-compliance with laws and regulations
and fraud;
• Evaluation of management’s controls designed to prevent and detect fraudulent financial reporting;
• Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations including to revenue;
• Assessing management’s significant judgements and estimates in particular to those relating to the
determination of depreciation rates for vehicles held for hire and claims due from insurance companies and
self-insuring organisations; and
• Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to
assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly
using data auditing techniques. However, it typically involves selecting a limited number of items for testing,
rather than testing complete populations. We will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about
the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body
in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not,
in giving these opinions, accept or assume responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save where expressly agreed by our prior
consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Directors’ Remuneration report to be audited are not
in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Independent auditors’ report continued
to the members of ZIGUP plc (formerly Redde Northgate plc)
Strategic
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Annual Report and Accounts 2024
135
Independent auditors’ report continued
to the members of ZIGUP plc (formerly Redde Northgate plc)
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 17 June
2015 to audit the financial statements for the year ended 30 April 2016 and subsequent financial periods.
The period of total uninterrupted engagement is nine years, covering the years ended 30 April 2016 to
30 April 2024.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules
to include these financial statements in an annual financial report prepared under the structured digital format
required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct
Authority. This auditors’ report provides no assurance over whether the structured digital format annual
financial report has been prepared in accordance with those requirements.
Jonathan Greenaway (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Newcastle upon Tyne
10 July 2024
Corporate
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Annual Report and Accounts 2024
136
Financial
statements.
137 Consolidated income statement
138 Consolidated statement of comprehensive income
139 Consolidated balance sheet
141 Consolidated cash flow statement
142 Notes to the consolidated cash flow statement
143 Consolidated statement of changes in equity
144 Notes to the consolidated financial statements
190 Company balance sheet
191 Company statement of changes in equity
192 Notes to the Company financial statements
Corporate
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other information
137
ZIGUP plc
Annual Report and Accounts 2024
Financial
statements
Strategic
report
| 2024 | 2023 | ||
| Note(s) | £000 | £000 | |
Revenue: hire of vehicles | 5 | ||
Revenue: sale of vehicles | 5 | ||
Revenue: claims and services | 5 | ||
Tot al revenue | 5 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses (excluding exceptional items) | ( | ( | |
Net impairment of trade receivables | 6 | ( | ( |
Exceptional administrative expenses: impairment of goodwill | 12, 28 | ( | |
Exceptional administrative expenses: impairment of other intangibles | 13, 28 | ( | |
Total administrative expenses | ( | ( | |
Operating profit | 6 | ||
Share of net profit of associates accounted for using the equity method | 15 | ||
EBIT | 5 | ||
Finance income | |||
Finance costs | 8 | ( | ( |
Profit before taxation | |||
Taxation | 9 | ( | ( |
Profit for the year | |||
| Profit for the year is wholly attributable to owners of the Parent Company. All results arise from continuing operations. | |||
Earnings per share | 2024 | 2023 | |
Basic | 11 | ||
Diluted | 11 |
Throughout this report we refer to underlying results in order to allow management and other stakeholders to better compare the performance of the Group between years. For a reconciliation of underlying to reported results
see pages 51 to 52.
Consolidated income statement
For the year ended 30 April 2024
Corporate
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statements
Shareholder and
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138
ZIGUP plc
Annual Report and Accounts 2024
Strategic
report
Corporate
governance
Financial
statements
Consolidated statement of comprehensive income
For the year ended 30 April 2024
| 2024 | 2023 | ||
| Note | £000 | £000 | |
| Amounts attributable to the owners of the Parent Company | |||
Profit attributable to the owners | |||
| Other comprehensive (expense) income | |||
Foreign exchange differences on retranslation of net assets of subsidiary undertakings | 27 | ( | |
Net foreign exchange differences on long term borrowings held as hedges | 27 | ( | |
Foreign exchange difference on revaluation reserve | 27 | ( | |
Net fair value gains on cash flow hedges | |||
Deferred tax charge recognised directly in equity relating to cash flow hedges | ( | ||
Total other comprehensive (expense) income | ( | ||
Total comprehensive income for the year |
All items will subsequently be reclassified to the consolidated income statement.
Corporate
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other information
139
ZIGUP plc
Annual Report and Accounts 2024
Financial
statements
Strategic
report
Consolidated balance sheet
As at 30 April 2024
| 2024 | 2023 | ||
| Note | £000 | £000 | |
| Non-current assets | |||
Goodwill | 12 | ||
Other intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Deferred tax assets | 23 | ||
Interest in associates | 15 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 16 | ||
Receivables and contract assets | 17 | ||
Derivative financial instrument assets | 22 | ||
Current tax assets | |||
Cash and bank balances | |||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 18 | ||
Provisions | 19 | ||
Current tax liabilities | |||
Lease liabilities | 21 | ||
Borrowings | 20 | ||
Total current liabilities | |||
Net current assets | |||
| Non-current liabilities | |||
Provisions | 19 | ||
Lease liabilities | 21 | ||
Borrowings | 20 | ||
Deferred tax liabilities | 23 | ||
Total non-current liabilities | |||
Total liabilities | |||
Net assets |
Corporate
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statements
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140
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Annual Report and Accounts 2024
Strategic
report
Corporate
governance
Financial
statements
| 2024 | 2023 | ||
| Note | £000 | £000 | |
| Equity | |||
Share capital | 24 | ||
Share premium account | 25 | ||
Treasury shares reserve | 26 | ( | ( |
Own shares reserve | 26 | ( | ( |
Translation reserve | 27 | ( | ( |
Other reserves | 27 | ||
| Retained earnings | |||
At 1 May | |||
Profit for the financial year | |||
Other changes in retained earnings | ( | ( | |
At 30 April | |||
Total equity |
Consolidated balance sheet continued
As at 30 April 2024
Corporate
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141
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Annual Report and Accounts 2024
Financial
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Strategic
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Consolidated cash flow statement
For the year ended 30 April 2024
| 2024 | 2023 | ||
| Note | £000 | £000 | |
Net cash generated from operations | (a) | ||
| Investing activities | |||
Finance income | |||
Distributions from associates | 15 | ||
Payment for acquisition of subsidiary, net of cash acquired | 4 | ( | ( |
Proceeds from disposal of other property, plant and equipment | |||
Purchases of other property, plant and equipment | ( | ( | |
Purchases of intangible assets | ( | ( | |
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
Dividends paid | ( | ( | |
Receipt of bank loans and other borrowings | |||
Debt issue costs paid | ( | ||
Principal element of lease payments | ( | ( | |
Payments to acquire treasury shares | ( | ( | |
Proceeds from sale of own shares | |||
Net cash used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at 1 May | |||
Effect of foreign exchange movements | ( | ( | |
Cash and cash equivalents at 30 April | (b) | ( |
Corporate
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statements
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142
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Annual Report and Accounts 2024
Strategic
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Corporate
governance
Financial
statements
Notes to the consolidated cash flow statement
For the year ended 30 April 2024
(a) Net cash generated from operations
| 2024 | 2023 | |
| £000 | £000 | |
Operating profit | ||
| Adjustments for: | ||
Depreciation of property, plant and equipment | ||
Impairment of goodwill | ||
Impairment of other intangibles | ||
Amortisation of intangible assets | ||
(Gain) loss on disposal of other property, plant and equipment | ( | |
Share options fair value charge | ||
Operating cash flows before movements in working capital | ||
(Decrease) increase in non-vehicle inventories | ( | |
Decrease (increase) in receivables | ( | |
(Increase) decrease in payables | ( | |
Increase in provisions | ||
Cash generated from operations | ||
Income taxes paid, net | ( | ( |
Interest paid | ( | ( |
Net cash generated from operations before purchases of and proceeds from disposal of vehicles for hire | ||
Purchases of vehicles for hire | ( | ( |
Proceeds from disposals of vehicles for hire | ||
Net cash generated from operations | ||
Cash outflows for additions and proceeds from disposal in relation to vehicles for hire are recognised within operating cashflows. Cash outflows for additions and proceeds from disposal in relation to other property, plant and equipment are recognised as investing activities. | ||
| (b) Cash and cash equivalents | 2024 | 2023 |
| £000 | £000 | |
| Cash and cash equivalents comprise: | ||
Cash and bank balances | ||
Bank overdrafts | ( | ( |
Cash and cash equivalents | ( |
Cash and bank balances are stated gross of arrangements that exist with lenders to pool accounts and offset balances.
Corporate
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143
ZIGUP plc
Annual Report and Accounts 2024
Financial
statements
Strategic
report
Consolidated statement of changes in equity
For the year ended 30 April 2024
| Share capital and | Treasury shares | Own shares | Translation | Other | Retained | ||
share premium 1 | reserve | reserve | reserve | reserves | earnings | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Total equity at 1 May 2022 | ( | ( | ( | ||||
Share options fair value charge | |||||||
Share options exercised | ( | ( | |||||
Dividends paid | ( | ( | |||||
Purchase of shares net of proceeds received on exercise of share options | ( | ( | |||||
Transfer of shares on vesting of share options | |||||||
Deferred tax on share based payments recognised in equity | |||||||
Total comprehensive income | |||||||
Total equity at 30 April 2023 and 1 May 2023 | ( | ( | ( | ||||
Share options fair value charge | |||||||
Share options exercised | ( | ( | |||||
Dividends paid | ( | ( | |||||
Purchase of shares net of proceeds received on exercise of share options | ( | ( | |||||
Transfer treasury shares to own shares reserve | ( | ||||||
Transfer of shares on vesting of share options | |||||||
Deferred tax on share based payments recognised in equity | |||||||
Total comprehensive income | ( | ||||||
Total equity at 30 April 2024 | ( | ( | ( |
2
2
3
3
1 Further details can be found within Note 24 and 25.
2 Further details can be found within Note 26.
3 Other reserves comprise the other reserve, capital redemption reserve, revaluation reserve, hedging reserve and merger reserve, further details on translation reserve and other reserves can be found within Note 27.
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Annual Report and Accounts 2024
Strategic
report
Corporate
governance
Financial
statements
Notes to the consolidated financial statements
1 General information
report. The nature of the Group’s operations and its principal activities are set out in the Strategic Report on pages 2 to 85.
2 Material accounting policies
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145
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Annual Report and Accounts 2024
Financial
statements
Strategic
report
Notes to the consolidated financial statements continued
2 Material accounting policies continued
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statements
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other information
146
ZIGUP plc
Annual Report and Accounts 2024
Strategic
report
Corporate
governance
Financial
statements
2 Material accounting policies continued
Revenue recognition continued
Claims and services continued
Notes to the consolidated financial statements continued
Corporate
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Shareholder and
other information
147
ZIGUP plc
Annual Report and Accounts 2024
Financial
statements
Strategic
report
2 Material accounting policies continued
Customer relationships | 5 to 13 years |
Brand names | 3 to 15 years |
Other software | 3 to 10 years |
Notes to the consolidated financial statements continued
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statements
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148
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Annual Report and Accounts 2024
Strategic
report
Corporate
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Financial
statements
2 Material accounting policies continued
Freehold buildings | 50 years |
Leasehold buildings | 50 years or over the life of the lease, whichever is shorter, unless the entity expects to use the assets beyond the lease term |
Plant, equipment and fittings | 3 to 10 years |
Vehicles for hire | 3 to 12 years |
Motor vehicles | 3 to 6 years |
Notes to the consolidated financial statements continued
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Annual Report and Accounts 2024
Financial
statements
Strategic
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Notes to the consolidated financial statements continued
2 Material accounting policies continued
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Financial
statements
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150
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Annual Report and Accounts 2024
Strategic
report
Corporate
governance
Financial
statements
2 Material accounting policies continued
Financial instruments and hedge accounting continued
Notes to the consolidated financial statements continued
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other information
151
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Annual Report and Accounts 2024
Financial
statements
Strategic
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Notes to the consolidated financial statements continued
2 Material accounting policies continued
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statements
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152
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Strategic
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Corporate
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Financial
statements
2 Material accounting policies continued
Notes to the consolidated financial statements continued
Corporate
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Notes to the consolidated financial statements continued
2 Material accounting policies continued
3 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the Group’s accounting policies, which are described in Note 2, the Group has made the following judgements and estimates that have the most significant effect on the amounts recognised in the
financial statements that will have an impact on the next 12 months.
Depreciation – vehicles for hire
Vehicles for hire are depreciated on a straight line basis using depreciation rates that reflect economic lives of between three and 12 years. These depreciation rates have been determined with the anticipation that the net
book values at the point the vehicles are transferred into inventories is in line with the open market values for those vehicles, after taking account of costs required to sell the vehicles.
The Group is required to review its depreciation rates and estimated useful lives at least annually, to ensure that the net book value of disposals of tangible assets are broadly equivalent to their market value.
Depreciation charges reflect adjustments made as a result of differences between expected and actual residual values of used vehicles, taking into account the further directly attributable costs to sell the vehicles.
The Group applies judgement in determining the appropriate method of depreciation (straight line) and are required to estimate the future residual value of vehicles with due consideration of market conditions for sales
including age, mileage and condition.
A 5% increase or decrease in the price of vehicles sold in the year would have had a £10.9m impact on the adjustment to depreciation charge for vehicles sold in the year.
The impact of changes made to depreciation rates after their initial assessment is outlined in the Financial review on pages 40 to 50.
Contract assets – claims due from insurance companies and self-insuring organisations
A key source of estimation uncertainty affecting the Group’s financial statements relates to the expected variable consideration adjustments arising on settlement of insurance claims.
Claims due from insurance companies and self-insuring organisations are stated at the expected net claim value, which is stated after allowance for an estimation of expected adjustments arising on settlement of such claims.
Where necessary, the estimation of the expected adjustment arising on settlement of claims is revised, at each balance sheet date, to reflect the Group’s most recent estimation of variable consideration amounts ultimately
recoverable, which is constrained to exclude any revenue at significant risk of reversal. The estimation of any such expected adjustment represents a critical judgement made by the Group.
The Group’s estimation of the expected adjustment arising on settlement of claims is calculated with reference to judgements made on a number of factors, including the Group’s historical experience of collection levels, its
anticipated collection profiles and analysis of the current profile of the portfolio of cases. Settlement risk arises on claims due from insurance companies and self-insuring organisations due to their magnitude and the nature
of the claims settlement process. The Group recovers its charges for vehicle hire and the cost of repair of customers’ vehicles from the insurer of the at-fault party to the associated accident or, in a minority of claims, from the
at-fault party direct where they are a self-insuring organisation. However, by their very nature, claims due from motor insurance companies can be subject to dispute which may result in subsequent adjustment to the Group’s
original estimate of the amount recoverable.
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3 Critical accounting judgements and key sources of estimation uncertainty continued
Contract assets – claims due from insurance companies and self-insuring organisations continued
The carrying value of contract assets for claims from insurance companies at 30 April 2024 was £195,972,000 (2023: £240,595,000). A 3% difference between the carrying amount of claims in the balance sheet and the
amounts finally settled would lead to a £5.9m charge or credit to the consolidated income statement in subsequent periods, which is considered to be the estimation uncertainty that will impact results in the next 12 months.
The Group manages this risk by ensuring that vehicles are only supplied and remain on hire and repairs to customers’ vehicles are carried out after a validation process that ensures to the Group’s satisfaction that liability
for the accident rests with another party. In the normal course of its business the Group uses three principal methods to conclude claims: through the use of protocol agreements, by negotiation with the insurer of the at-fault
party where the claim is not covered by a protocol agreement and where a claim fails to settle because negotiations have been fruitless, by litigation. The vast majority of these claims settle before or on the threat of litigation,
but where they do not, formal proceedings are issued.
In view of the tripartite relationship between the Group, its customer and the at-fault party’s insurer and the nature of the claims process, claims due from insurance companies and self-insuring organisations do not carry a
contractual “due date”, nor does the expected adjustment arising on settlement represent an impairment for credit losses. The circumstances of the insurance companies with which the Group deals are currently such that
no provision for credit risk is considered necessary and so the disclosures required by IFRS 7 on provision for credit loss are not provided.
Instead, the Group reviews claims due from insurance companies and self-insuring organisations according to the age of the claim based upon the date that the claim was presented to the relevant insurer. The Group’s
strategy is that claims due should be collected by normal in-house processes including collections made under protocol arrangements with insurers and only then transferred to the Group solicitor process or other external
solicitors as appropriate in specific circumstances pertaining to a case.
Impairment of goodwill and other intangibles
The Group reviews the carrying value of its intangible assets, including goodwill and other intangibles, to determine whether there is any indication that those assets are impaired. In performing assessments for impairment
triggers, assets that do not generate largely independent cash inflows are allocated to an appropriate cash generating unit (CGU).
The Group performs an annual impairment review of the Group’s goodwill carrying values are included in Note 12, including sensitivity analyses. Through the impairment test, the recoverable amount of those assets, or the
CGU, is measured at the higher of their fair value less costs of disposal and value in use.
When an impairment test is performed, management necessarily applies its judgement in allocating assets to CGUs, in estimating the probability, timing and value of underlying cash flows and in selecting appropriate
discount rates to be applied within the value in use calculation. The key assumptions are set out in Note 12. Subsequent changes to CGU allocation, residual values, reserves and resources, price assumptions or other
estimates and assumptions in the fair value less costs of disposal calculation could impact the carrying value of the respective assets.
4 Acquisitions
On 2 May 2023 the Group acquired 100% of the equity interests of Fridge express (UK) Limited “FridgeXpress”. The acquisition is in line with the Group strategy and vision to become the leading integrated mobility solutions
provider. The acquisition has been included within the UK&I Rental segment. A provisional purchase price allocation exercise has been undertaken in accordance with IFRS 3 ‘Business Combinations’.
Details of this provisional purchase consideration, the net assets acquired and goodwill are as follows:
| 2024 | |
| Purchase consideration | £000 |
Total cash consideration | 4,990 |
Notes to the consolidated financial statements continued
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Notes to the consolidated financial statements continued
4 Acquisitions continued
The provisional assets and liabilities recognised as a result of the acquisition are as follows:
| 2024 | |
| Fair value of identified assets | £000 |
Other intangible assets (Note 13) | 1,250 |
Property, plant and equipment (Note 14) | 15,626 |
Cash and bank balances | 939 |
Inventories | 124 |
Receivables and contract assets | 1,678 |
Trade and other payables | (1,646) |
Current tax liabilities | (912) |
Borrowings | (391) |
Lease liabilities | (13,410) |
Deferred tax (Note 23) | (313) |
Net identified assets acquired | 2,945 |
Goodwill recognised on acquisition (Note 12) | 2,045 |
Total consideration net of cash acquired was £4,051,000.
Acquisition costs
Acquisition costs in relation to FridgeXpress of £82,000 have been charged to the consolidated income statement as administrative expenses.
Contribution to the Group results
FridgeXpress’s contribution to underlying EBIT was a £768,000 profit for the period from 2 May 2023 to 30 April 2024. Revenue during this period was £9,223,000.
Prior period
On 2 July 2022 the Group acquired 100% of the equity interests of Blakedale Ltd for a consideration of £10,145,000 (£10,004,000 net of cash acquired). A provisional purchase price allocation exercise was undertaken
in accordance with IFRS 3 “Business Combinations”, which identified net assets acquired of £6,189,000, resulting in goodwill of £3,956,000 recognised in the balance sheet. The acquisition was included within the UK&I
Rental segment. No hindsight adjustments have been recognised in the year.
5 Segmental reporting
Management have determined the operating segments based upon the information provided to the Board of Directors which is considered to be the chief operating decision-maker. The Group identifies three reportable
segments, namely UK&I Rental, Spain Rental and Claims & Services. The segment names have been changed in the year, but the composition of those segments is unchanged from the prior year (refer to glossary for
reference to previous names). The Group is managed and reports internally on a basis consistent with its three main operating divisions and is satisfied that the IFRS 8 aggregation criteria have been met. The principal
activities of these divisions are set out in the Strategic Report. Intersegment transactions are carried out on an arm’s length basis and eliminated prior to consolidating Group financial statements.
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5 Segmental reporting continued
| UK&I Rental | Spain Rental | Claims & Services | Corporate | Eliminations | Total | |||
| 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |||
| £000 | £000 | £000 | £000 | £000 | £000 | |||
Revenue: hire of vehicles | 375,255 | 274,016 | – | – | – | 649,271 | ||
Revenue: sale of vehicles | 226,936 | 84,531 | 1,002 | – | – | 312,469 | ||
Revenue: claims and services | – | – | 871,387 | – | – | 871,387 | ||
External revenue | 602,191 | 358,547 | 872,389 | – | – | 1,833,127 | ||
Intersegment revenue | 9,193 | – | 87,865 | – | (97,058) | – | ||
Tot al revenue | 611,384 | 358,547 | 960,254 | – | (97,058) | 1,833,127 | ||
| Timing of revenue recognition: | ||||||||
At a point in time | 226,936 | 84,531 | 442,360 | – | – | 753,827 | ||
Over time | 375,255 | 274,016 | 430,029 | – | – | 1,079,300 | ||
External revenue | 602,191 | 358,547 | 872,389 | – | – | 1,833,127 | ||
Underlying operating profit (loss) | 93,788 | 7 | 7, | 78 9 | 51,419 | (10,577) | – | 212,419 |
Share of net profit of associates accounted for using the equity method | – | – | 1,296 | – | – | 1,296 | ||
Underlying EBIT* | 93,788 | 7 7,789 | 52,715 | (10,577) | – | 213,715 | ||
Amortisation of acquired intangible assets (Note 13) | (18,563) | |||||||
Depreciation adjustment (Note 28) | (17) | |||||||
EBIT | 195,135 | |||||||
Finance income | 596 | |||||||
Finance costs (Note 8) | (33,628) | |||||||
Profit before taxation | 162,103 | |||||||
| Other information | ||||||||
Capital expenditure | 274,687 | 288,990 | 92,266 | – | – | 655,943 | ||
Depreciation | 90,815 | 83,360 | 57,118 | – | – | 231,293 | ||
Reportable segment assets | 813,099 | 677,115 | 723,699 | – | – | 2,213,913 | ||
Derivative financial instrument assets | 104 | |||||||
Income tax assets | 11,149 | |||||||
Total assets | 2,225,166 | |||||||
Reportable segment liabilities | 352,951 | 408,491 | 370,691 | – | – | 1,132,133 | ||
Income tax liabilities | 49,636 | |||||||
Total liabilities | 1,181,769 |
* Underlying EBIT stated before amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance.
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Notes to the consolidated financial statements continued
5 Segmental reporting continued
| UK&I Rental | Spain Rental | Claims & Services | Corporate | Eliminations | Total | |||||
| 2023 | 2023 | 2023 | 2023 | 2023 | 2023 | |||||
| £000 | £000 | £000 | £000 | £000 | £000 | |||||
Revenue: hire of vehicles | 3 | 5 | 7, | 81 1 | 252,691 | – | – | – | 610,502 | |
Revenue: sale of vehicles | 104,945 | 47, 2 8 0 | 669 | – | – | 152,894 | ||||
Revenue: claims and services | – | – | 726,350 | – | – | 726,350 | ||||
External revenue | 462,756 | 299,971 | 727,0 19 | – | – | 1,489,746 | ||||
Inter-segment revenue | 9,883 | – | 42,793 | – | (52,676) | – | ||||
Tot al revenue | 472,639 | 299,971 | 769,812 | – | (52,676) | 1,489,746 | ||||
| Timing of revenue recognition: | ||||||||||
At a point in time | 104,945 | 47, 2 8 0 | 291,996 | – | – | 444,221 | ||||
Over time | 3 | 5 | 7, | 81 1 | 252,691 | 435,023 | – | – | 1,045,525 | |
External revenue | 462,756 | 299,971 | 727,0 19 | – | – | 1,489,746 | ||||
Underlying operating profit (loss) | 93,382 | 60,440 | 44,521 | (11,670) | – | 186,673 | ||||
Share of net profit of associates accounted for using the equity method | – | – | 2,520 | – | – | 2,520 | ||||
Underlying EBIT* | 93,382 | 60,440 | 47, 0 41 | (11,670) | – | 189,193 | ||||
Exceptional items (Note 28) | (13,491) | |||||||||
Amortisation of acquired intangible assets (Note 13) | (20,206) | |||||||||
Depreciation adjustment (Note 28) | 46,546 | |||||||||
EBIT | 202,042 | |||||||||
Finance income | 90 | |||||||||
Finance costs (Note 8) | (23,405) | |||||||||
Profit before taxation | 178,727 | |||||||||
| Other information | ||||||||||
Capital expenditure | 135,512 | 202,220 | 138,641 | – | – | 476,373 | ||||
Depreciation | 50,392 | 83,837 | 40,837 | – | – | 175,066 | ||||
Reportable segment assets | 688,474 | 569,165 | 832,128 | – | – | 2,089,767 | ||||
Income tax assets | 17,012 | |||||||||
Total assets | 2,106,779 | |||||||||
Reportable segment liabilities | 271,769 | 2 97,56 | 9 | 491,516 | – | – | 1,060,854 | |||
Income tax liabilities | 51,330 | |||||||||
Total liabilities | 1,112,184 |
* Underlying EBIT stated before amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance.
Segment assets and liabilities exclude derivatives, current and deferred tax assets and liabilities, since these balances are not included in the segments’ assets and liabilities as reviewed by the chief operating decision-maker.
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5 Segmental reporting continued
| Revenue | Non-current assets | Revenue | Non-current assets | |
| 2024 | 2024 | 2023 | 2023 | |
| £000 | £000 | £000 | £000 | |
United Kingdom and Ireland | 1,474,580 | 1,060,267 | 1,189,775 | 1,034,271 |
Spain | 358,547 | 650,049 | 299,971 | 540,353 |
1,833,127 | 1,710,316 | 1,489,746 | 1,574,624 |
| United Kingdom | |||
| and Ireland | Spain | Total | |
| 2024 | 2024 | 2024 | |
| £000 | £000 | £000 | |
Revenue from contracts with customers | 1,099,325 | 84,531 | 1,183,856 |
Revenue from other sources | 375,255 | 274,016 | 649,271 |
1,474,580 | 358,547 | 1,833,127 |
| United Kingdom | |||
| and Ireland | Spain | Total | |
| 2023 | 2023 | 2023 | |
| £000 | £000 | £000 | |
Revenue from contracts with customers | 831,964 | 47,280 | 879,244 |
Revenue from other sources | 3 5 7, 811 | 252,691 | 610,502 |
1,189,775 | 299,971 | 1,489,746 |
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Notes to the consolidated financial statements continued
| 2024 | 2023 | |
| £000 | £000 | |
| Operating profit is stated after charging: | ||
| Depreciation of property, plant and equipment (Note 14) | ||
Owned | 175,769 | 135,803 |
Relating to leases | 55,524 | 39,263 |
Amortisation of intangible assets (Note 13) | 19,961 | 21,408 |
Staff costs (Note 7) | 297, 4 8 4 | 270,776 |
Cost of inventories recognised as an expense | 349,705 | 179,295 |
Net impairment of trade receivables (Note 30) | 9,782 | 8,902 |
Auditors remuneration for audit services | 1,059 | 1,099 |
Auditors remuneration for non-audit services | 80 | 62 |
| 2024 | 2023 | |
| £000 | £000 | |
Fees payable to the Company’s auditors for the audit of the Company’s annual financial statements | 432 | 444 |
Fees payable to the Company’s auditors and its associates for the audit of the Company’s subsidiaries pursuant to legislation | 627 | 655 |
Total audit fees | 1,059 | 1,099 |
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7 Staff costs
| 2024 | 2023 | |
| Number | Number | |
| The average monthly number of persons employed by the Group: | ||
| By geography: | ||
United Kingdom and Ireland | 6,417 | 5,962 |
Spain | 1,327 | 1,244 |
7,744 | 7, 2 0 6 | |
| By function: | ||
Direct operations | 5,663 | 5,239 |
Administration | 2,081 | 1,967 |
7,744 | 7, 2 0 6 |
| 2024 | 2023 | |
| £000 | £000 | |
| The aggregate remuneration of Group employees comprised: | ||
Wages and salaries | 253,621 | 230,379 |
Social security costs | 30,411 | 28,529 |
Other pension costs – defined contribution plans | 8,213 | 7, 2 2 1 |
Share based payments | 5,239 | 4,647 |
297, 4 8 4 | 270,776 |
Wages and salaries include £1,261,000 (2023: £1,276,000) in respect of redundancies.
Details of Directors’ remuneration, pension contributions and share options are provided in the Remuneration report on pages 115 and 116.
| 2024 | 2023 | |
| £000 | £000 | |
Interest on bank overdrafts and loans | 24,537 | 16,673 |
Amortisation of arrangement fees | 1,904 | 2,053 |
Interest arising on lease obligations | 6,533 | 4,644 |
Preference share dividends | 25 | 25 |
Unwinding of discount on provisions (Note 19) | 306 | – |
Other interest | 323 | 10 |
Finance costs | 33,628 | 23,405 |
Notes to the consolidated financial statements continued
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Notes to the consolidated financial statements continued
9 Taxation
| 2024 | 2023 | |
| £000 | £000 | |
| Current tax: | ||
UK corporation tax | 22,373 | 15,026 |
UK adjustment in respect of prior years | 2,101 | 359 |
Foreign tax (including adjustment in relation to prior year) | 13,724 | 10,242 |
38,198 | 25,627 | |
| Deferred tax: | ||
Origination and reversal of timing differences | 2,086 | 12,538 |
Adjustment in respect of prior years | (3,199) | 1,010 |
Movement due to change in tax rates | – | 314 |
(1,113) | 13,862 | |
Total tax charge | 37,085 | 39,489 |
UK corporation tax is calculated at 25% (2023: 19.5%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those respective jurisdictions.
The net charge for the year can be reconciled to the profit before taxation as stated in the consolidated income statement as follows:
| 2024 | 2024 | 2023 | 2023 | |
| £000 | % | £000 | % | |
Profit before taxation | 162,103 | 178,727 | ||
Tax at the UK corporation tax rate of 25% (2023: 19.5%) | 40,526 | 25.0 | 34,852 | 19.5 |
Tax effect of expenses that are not deductible in determining taxable profit | 2,004 | 1.2 | 4,601 | 2.6 |
Tax effect of income not taxable in determining taxable profit | (1,943) | (1.2) | (1,443) | (0.8) |
Difference in tax rates in overseas subsidiary undertakings | (1,443) | (0.9) | 2,478 | 1.4 |
Overseas available reliefs | (1,297) | (0.7) | (1,546) | (0.9) |
Adjustment in respect of prior years | (762) | (0.5) | 233 | 0.1 |
Rate change | – | – | 314 | 0.2 |
Tax charge and effective tax rate for the year | 37,085 | 22.9 | 39,489 | 22.1 |
In addition to the amount charged to the consolidated income statement, a net deferred tax amount of £775,000 (net of £26,000 of other temporary differences included in other comprehensive income statement) has been
credited (2023: £1,680,000 credited) directly to equity.
There are no deferred tax assets which are not recognised in the balance sheet in the current or prior year.
Based on the expected timing of the reversal of temporary differences, the tax disclosures reflect deferred tax measured at 25% in the UK (2023: 25% and 19%), depending on whether the charge is to reverse within or after
12 months, and 25% in Spain (2023: 25%).
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9 Taxation continued
The Group is within the scope of the OECD Pillar Two model rules which are designed to ensure that large multinational groups incur a 15% minimum effective tax rate in each jurisdiction in which they operate. Pillar Two
legislation was enacted in the UK in June 2023 and applies to periods beginning on or after 31 December 2023. As a result, the legislation was not effective for the current year and the Group has no related current tax
exposure. The Group will apply the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May
2023. Under the legislation, the Group is liable to pay a top-up tax for the difference between its effective tax rate per jurisdiction and the 15% minimum rate. An initial assessment of the Pillar Two rules has been performed
with management expecting the additional tax liability to be recognised to result in approximately a 1% increase to the Group’s statutory effective tax rate.
10 Dividends
An interim dividend of 8.3p per ordinary share was paid in January 2024 (2023: 7.5p). The Directors propose a final dividend for the year ended 30 April 2024 of 17 .5 p per ordinary share (2023: 16.5 p), which is subject to
approval at the AGM and has not been included as a liability as at 30 April 2024. Based upon the shares in issue at 30 April 2024 and excluding treasury shares and shares in employee trusts where dividends are waived, this
equates to a final dividend payment of £39m (2023: £37m). No dividends have been paid between 30 April 2024 and the date of signing the financial statements.
11 Earnings per share
| 2024 | 2023 | |
| £000 | £000 | |
| Basic and diluted earnings per share | ||
| The calculation of basic and diluted earnings per share is based on the following data: | ||
| Earnings | ||
Earnings for the purposes of basic and diluted earnings per share, being profit for the year attributable to the owners of the Parent Company | 125,018 | 139,238 |
| Number of shares | ||
Weighted average number of ordinary shares for the purposes of basic earnings per share | 226,332,009 | 230,778,502 |
Effect of dilutive potential ordinary shares – share options | 5,023,528 | 6,290,275 |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 231,355,537 | 237,068,777 |
Basic earnings per share | 55.2p | 60.3p |
Diluted earnings per share | 54.0p | 58.7p |
The calculated weighted average number of ordinary shares for the purposes of basic earnings per share includes a reduction of 19,759,414 shares (2023: 15,312,921) relating to treasury shares acquired during the year and
includes a reduction of 2,179,823 shares (2023: 3,411,660) for shares held in employee trusts.
| £000 | |
At 1 May 2022 | 114,926 |
Acquired through business combinations (Note 4) | 3,956 |
Impairment of NewLaw CGU | (5,009) |
At 30 April 2023 and 1 May 2023 | 113,873 |
Acquired through business combinations (Note 4) | 2,045 |
At 30 April 2024 | 115,918 |
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Notes to the consolidated financial statements continued
12 Goodwill continued
| 2024 | 2023 | |
| £000 | £000 | |
Northgate UK | 4,012 | 4,012 |
Auxillis | 74,827 | 74,827 |
FMG | 31,078 | 31,078 |
Blakedale | 3,956 | 3,956 |
FridgeXpress | 2,045 | – |
115,918 | 113,873 |
| Impact of 1% reduction | |||||
| Impact of 1% increase | in growth rate applied | ||||
| Goodwill | Pre-tax | Growth rate applied to | in discount rate on | to terminal values on | |
| 2024 | discount rate | terminal values | recoverable amount | recoverable amount | |
| £000 | % | % | £m | £m | |
Northgate UK | 4,012 | 10.5% | 2.0% | (100.3) | (69.8) |
Auxillis | 74,827 | 10.5% | 2.0% | (46.1) | (30.5) |
FMG | 31,078 | 10.5% | 2.0% | (14.4) | (9.7) |
Blakedale | 3,956 | 10.5% | 2.0% | (2.8) | (1.9) |
FridgeXpress | 2,045 | 10.5% | 2.0% | (4.3) | (2.9) |
| 115,918 |
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| Customer relationships | Other software | Brand names | Total | ||
| £000 | £000 | £000 | £000 | ||
| Cost: | |||||
At 1 May 2022 | 170,650 | 24,905 | 13,350 | 208,905 | |
Acquisition | 4,500 | – | 400 | 4,900 | |
Additions | – | 1,765 | – | 1,765 | |
Disposals | – | (426) | – | (426) | |
Exchange differences | – | 307 | – | 307 | |
At 30 April 2023 and 1 May 2023 | 175,150 | 26,551 | 13,750 | 215,451 | |
Acquisition (Note 4) | 1,100 | – | 150 | 1,250 | |
Additions | – | 2,019 | – | 2,019 | |
Exchange differences | – | (212) | – | (212) | |
At 30 April 2024 | 176,250 | 28,358 | 13,900 | 218,508 | |
| Accumulated amortisation: | |||||
At 1 May 2022 | 37,6 70 | 17, 811 | 2,112 | 57, 593 | |
Charge for the year | 17, | 76 0 | 2,308 | 1,340 | 21,408 |
Disposals | – | (24) | – | (24) | |
Impairment charge (Note 28) | 8,277 | – | 205 | 8,482 | |
Exchange differences | – | 164 | – | 164 | |
At 30 April 2023 and 1 May 2023 | 63,707 | 20,259 | 3,657 | 87,6 23 | |
Charge for the year | 16,200 | 2,683 | 1,078 | 19,961 | |
Exchange differences | – | (130) | – | (130) | |
At 30 April 2024 | 79,907 | 22,812 | 4,735 | 107,454 | |
| Carrying amount: | |||||
At 30 April 2024 | 96,343 | 5,546 | 9,165 | 111,054 | |
At 30 April 2023 | 111,443 | 6,292 | 10,093 | 127,828 | |
Weighted average remaining amortisation period (years) at 30 April 2024 | 6 | 2 | 9 | ||
Weighted average remaining amortisation period (years) at 30 April 2023 | 6 | 3 | 8 |
| 2024 | 2023 | |
| £000 | £000 | |
| Intangible amortisation is included in the consolidated income statement as follows: | ||
Administrative expenses: included within underlying EBIT | 1,398 | 1,202 |
Administrative expenses: excluded from underlying EBIT* | 18,563 | 20,206 |
19,961 | 21,408 |
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| Plant, equipment | |||||
| Vehicles for hire | Land & buildings | & fittings | Motor vehicles | Total | |
| £000 | £000 | £000 | £000 | £000 | |
| Cost: | |||||
At 1 May 2022 | 1,525,194 | 208,856 | 50,367 | 3,733 | 1,788,150 |
Acquisition | 7,203 | – | 65 | 83 | 7,351 |
Additions | 449,813 | 18,052 | 5,984 | 759 | 474,608 |
Exchange differences | 35,555 | 3,328 | 1,402 | – | 40,285 |
Transfer | 97 | – | – | (97) | – |
Transfer to inventories | (275,786) | – | – | – | (275,786) |
Disposals | – | (2,691) | (767) | (367) | (3,825) |
At 30 April 2023 and 1 May 2023 | 1,742,076 | 2 2 7, 5 4 5 | 57,0 51 | 4,111 | 2,030,783 |
Acquisition (Note 4) | 14,815 | 539 | 136 | 136 | 15,626 |
Additions | 612,077 | 23,123 | 13,795 | 4,930 | 653,925 |
Exchange differences | (24,985) | (2,158) | (905) | – | (28,048) |
Transfer to inventories | (486,970) | – | – | – | (486,970) |
Disposals | – | (2,336) | (1,233) | (1,420) | (4,989) |
At 30 April 2024 | 1,857,013 | 246,713 | 68,844 | 7,757 | 2,180,327 |
| Accumulated depreciation: | |||||
At 1 May 2022 | 528,161 | 61,544 | 35,206 | 1,324 | 626,235 |
Charge for the year | 152,715 | 17,336 | 3,921 | 1,094 | 175,066 |
Exchange differences | 13,120 | 1,135 | 970 | – | 15,225 |
Transfer | 64 | – | – | (64) | – |
Transfer to inventories | (115,595) | – | – | – | (115,595) |
Disposals | – | (2,386) | (485) | (200) | (3,071) |
At 30 April 2023 and 1 May 2023 | 578,465 | 7 7,629 | 39,612 | 2,154 | 697,860 |
Charge for the year | 205,224 | 18,682 | 5,664 | 1,723 | 231,293 |
Exchange differences | (8,708) | (802) | (655) | – | (10,165) |
Transfer to inventories | (218,648) | – | – | – | (218,648) |
Disposals | – | (1,436) | (739) | (1,182) | (3,357) |
At 30 April 2024 | 556,333 | 94,073 | 43,882 | 2,695 | 696,983 |
| Carrying amount: | |||||
At 30 April 2024 | 1,300,680 | 152,640 | 24,962 | 5,062 | 1,483,344 |
At 30 April 2023 | 1,163,611 | 149,916 | 17,4 39 | 1,957 | 1,332,923 |
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14 Property, plant and equipment continued
Land & buildings include the following:
| 2024 | 2023 | |
| £000 | £000 | |
| NBV | NBV | |
| Land and buildings by category: | ||
Freehold and long leasehold | 49,642 | 51,116 |
Short leasehold | 102,998 | 98,800 |
152,640 | 149,916 |
Short leasehold properties include £96,920,000 of leases under IFRS 16 (2023: £92,636,000). Property, plant and equipment include the following right-of-use leased assets:
| Other property, plant | ||||
| Vehicles for hire | Land and buildings | & equipment | Total | |
| £000 | £000 | £000 | £000 | |
| Cost: | ||||
At 1 May 2022 | 92,763 | 1 17, 9 0 5 | 2,430 | 213,098 |
Acquisition | 7,203 | – | – | 7,203 |
Additions | 35,664 | 16,994 | 759 | 53,417 |
Reclassification to owned assets at end of lease | (31,653) | – | – | (31,653) |
Exchange differences | – | 1,220 | – | 1,220 |
Disposals | (7,206) | (2,676) | (151) | (10,033) |
At 30 April 2023 and 1 May 2023 | 96,771 | 133,443 | 3,038 | 233,252 |
Acquisition | 12,942 | – | 123 | 13,065 |
Additions | 34,626 | 21,776 | 5,468 | 61,870 |
Reclassification to owned assets at end of lease | (16,533) | – | (3) | (16,536) |
Exchange differences | – | (850) | – | (850) |
Disposals | (16,929) | (2,336) | (1,040) | (20,305) |
At 30 April 2024 | 110,877 | 152,033 | 7, 586 | 270,496 |
| Accumulated depreciation: | ||||
At 1 May 2022 | 20,320 | 2 7, 8 8 9 | 982 | 49,191 |
Charge for the year | 23,559 | 14,843 | 861 | 39,263 |
Reclassification to owned assets at end of lease | (4,775) | – | – | (4,775) |
Exchange differences | – | 452 | – | 452 |
Disposals | (6,141) | (2,378) | (63) | (8,582) |
At 30 April 2023 and 1 May 2023 | 32,963 | 40,806 | 1,780 | 75,549 |
Charge for the year | 37,882 | 16,092 | 1,550 | 55,524 |
Reclassification to owned assets at end of lease | (2,024) | – | – | (2,024) |
Exchange differences | – | (357) | – | (357) |
Disposals | (16,141) | (1,428) | (1,011) | (18,580) |
At 30 April 2024 | 52,680 | 55,113 | 2,319 | 110,112 |
| Carrying amount: | ||||
At 30 April 2024 | 58,197 | 96,920 | 5,267 | 160,384 |
At 30 April 2023 | 63,808 | 92,637 | 1,258 | 157,703 |
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| £000 | |
At 1 May 2022 | 5,843 |
| Group’s share of: | |
Profit from continuing operations | 2,520 |
Distributions from associates | (3,156) |
At 30 April 2023 and 1 May 2023 | 5,207 |
| Group’s share of: | |
Profit from continuing operations | 1,296 |
Distributions from associates | (2,001) |
At 30 April 2024 | 4,502 |
Name | Registered office |
Ageas Law LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
Carol Nash Legal Services LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
RCN Law LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
Your Law LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
16 Inventories
| 2024 | 2023 | |
| £000 | £000 | |
Vehicles held for resale | 26,196 | 41,388 |
Spare parts and consumables | 12,065 | 13,149 |
38,261 | 54,537 |
Replacement cost is considered not to significantly differ from carrying value as stated above.
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| 2024 | 2023 | |
| £000 | £000 | |
Trade receivables | 135,321 | 116,277 |
Contract assets – claims due from insurance companies and self-insuring organisations | 195,972 | 240,595 |
Other receivables and prepayments | 89,739 | 84,405 |
421,032 | 441,277 |
| 2024 | 2023 | 2024 | 2023 | |||
| £000 | £000 | % | % | |||
Pending claims | 19,570 | 2 7,519 | 10 | 11 | ||
Between 1 and 120 days old | 69,229 | 103,817 | 35 | 44 | ||
More than 120 days old | 10 | 7,17 | 3 | 109,259 | 55 | 45 |
Tot al | 195,972 | 240,595 | 100 | 100 |
| 2024 | 2023 | |
| £000 | £000 | |
Trade payables | 187,395 | 164,008 |
Social security and other taxes | 17,132 | 31,918 |
Accruals and deferred income | 131,070 | 148,941 |
335,597 | 344,867 |
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| 2024 | 2023 | |
| £000 | £000 | |
| Current | ||
Dilapidations | 1,868 | 822 |
Fleet insurance | 2,302 | – |
4,170 | 822 | |
| Non-current | ||
Dilapidations | 7,263 | 6,609 |
Fleet insurance | 3,073 | – |
10,336 | 6,609 | |
14,506 | 7,431 |
| £000 | |
Carrying amount at 1 May 2023 | 7,4 31 |
Reclassification from accruals | 5,362 |
Provisions made during the year | 4,872 |
Utilised during the year | (3,030) |
Change in cost estimates | (435) |
Unwinding of discount | 306 |
Carrying amount at 30 April 2024 | 14,506 |
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| 2024 | 2023 | |
| £000 | £000 | |
Bank loans and overdrafts | 296,672 | 220,844 |
Loan notes | 320,267 | 329,854 |
Cumulative preference shares | 500 | 500 |
Confirming facilities | 67 | 593 |
617,506 | 551,791 |
| 2024 | 2023 | |
| £000 | £000 | |
| On demand or within one year (shown within current liabilities) | ||
Bank loans and overdrafts | 57, 475 | 13,486 |
Confirming facilities | 67 | 593 |
57,542 | 14,079 | |
| In the second year | ||
Bank loans | 243,811 | – |
Loan notes | – | – |
243,811 | – | |
| In the third to fifth years | ||
Bank loans | – | 213,818 |
Loan notes | 128,217 | 132,075 |
128,217 | 345,893 | |
| Due after more than five years | ||
Loan notes | 192,325 | 198,113 |
Cumulative preference shares | 500 | 500 |
192,825 | 198,613 | |
Unamortised finance fees relating to the bank loans and loan notes | (4,889) | (6,794) |
Total borrowings | 617,506 | 551,791 |
Amounts due for settlement within one year (shown within current liabilities) | (57,542) | (14,079) |
Amounts due for settlement after more than one year | 559,964 | 537,712 |
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20 Borrowings continued
| 2024 | 2023 | |
| £000 | £000 | |
Less than one year | 12,712 | 17,1 6 3 |
In one year to five years | 231,189 | 261,183 |
243,901 | 278,346 |
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20 Borrowings continued
| At 1 May | Other non-cash | Foreign exchange | At 30 April | ||
| 2023 | Cash flow | changes | movements | 2024 | |
| £000 | £000 | £000 | £000 | £000 | |
Bank loans | 218,403 | 33,078 | 2,570 | (3,999) | 250,052 |
Bank overdrafts | 2,441 | 44,491 | – | (312) | 46,620 |
Loan notes | 329,854 | – | (275) | (9,312) | 320,267 |
Lease liabilities | 156,765 | (65,047) | 73,317 | (511) | 164,524 |
Cumulative preference shares | 500 | – | – | – | 500 |
Confirming facilities | 593 | – | (512) | (14) | 67 |
708,556 | 12,522 | 75,100 | (14,148) | 782,030 | |
Cash and bank balances | (14,122) | (26,757) | – | 1,077 | (39,802) |
Consolidated net debt | 694,434 | (14,235) | 75,100 | (13,071) | 742,228 |
| At 1 May | Other non-cash | Foreign exchange | At 30 April | ||||||
| 2022 | Cash flow | changes | movements | 2023 | |||||
| £000 | £000 | £000 | £000 | £000 | |||||
Bank loans | 118,573 | 96,807 | 1,436 | 1,587 | 218,403 | ||||
Bank overdrafts | 8,792 | (6,632) | – | 281 | 2,441 | ||||
Loan notes | 314,264 | – | (333) | 15,923 | 329,854 | ||||
Lease liabilities | 164,279 | (65,110) | 56,803 | 793 | 156,765 | ||||
Cumulative preference shares | 500 | – | – | – | 500 | ||||
Confirming facilities | 700 | – | (140) | 33 | 593 | ||||
6 | 0 | 7,10 | 8 | 25,065 | 57, | 76 6 | 18,617 | 708,556 | |
Cash and bank balances | (24,561) | 10,503 | – | (64) | (14,122) | ||||
Consolidated net debt | 582,547 | 35,568 | 57, | 76 6 | 18,553 | 694,434 |
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20 Borrowings continued
| Sterling | Euro | Total | |
| £000 | £000 | £000 | |
| At 30 April 2024 | |||
Bank loans | 70,637 | 179,415 | 250,052 |
Bank overdrafts | 9,390 | 3 7, 230 | 46,620 |
Loan notes | – | 320,267 | 320,267 |
Lease liabilities | 145,269 | 19,255 | 164,524 |
Cumulative preference shares | 500 | – | 500 |
Confirming facilities | – | 67 | 67 |
225,796 | 556,234 | 782,030 |
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20 Borrowings continued
Foreign currency exchange risk continued
| Sterling | Euro | Total | |
| £000 | £000 | £000 | |
| At 30 April 2023 | |||
Bank loans | 177,186 | 41,217 | 218,403 |
Bank overdrafts | – | 2,441 | 2,441 |
Loan notes | – | 329,854 | 329,854 |
Lease liabilities | 139,992 | 16,773 | 156,765 |
Cumulative preference shares | 500 | – | 500 |
Confirming facilities | – | 593 | 593 |
317,678 | 390,878 | 708,556 |
21 Leases
As lessee
Lease liabilities are presented in the statement of financial position as follows:
| 2024 | 2023 | |
| £000 | £000 | |
Current | 51,442 | 49,493 |
Non-current | 113,082 | 107,272 |
164,524 | 156,765 |
| Number of | Range of | Average remaining | Carrying value at | Depreciation expense | |
| right-of-use | remaining term | lease term | 30 April 2024 | for year to 30 April 2024 | |
| At 30 April 2024 | assets leased | (years) | (years) | £000 | £000 |
Land and buildings | 186 | 1–99 | 5 | 96,920 | 16,092 |
Computer equipment | 2 | 1–5 | 5 | 650 | 27 |
Motor vehicles | 284 | 1–4 | 2 | 4,617 | 1,523 |
Vehicles for hire | 11,254 | 0–4 | 1 | 58,197 | 37,882 |
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21 Leases continued
As lessee continued
| Number of | Range of | Average remaining | Carrying value at | Depreciation expense | |
| right-of-use | remaining term | lease term | 30 April 2023 | for year to 30 April 2023 | |
| At 30 April 2023 | assets leased | (years) | (years) | £000 | £000 |
Land and buildings | 179 | 1–99 | 8 | 92,603 | 14,844 |
Motor vehicles | 2,360 | 1–3 | 2 | 10,778 | 860 |
Vehicles for hire | 8,275 | 0–4 | 2 | 48,241 | 23,559 |
| <1 year | 1-2 years | 2-5 years | >5 years | Total | |
| At 30 April 2024 | £000 | £000 | £000 | £000 | £000 |
| Lease payments: | |||||
Total lease payments | 56,718 | 34,996 | 46,327 | 50,233 | 188,274 |
| Finance charges: | |||||
Total finance charges | (5,276) | (3,282) | (5,312) | (9,880) | (23,750) |
Net present values | 51,442 | 31,714 | 41,015 | 40,353 | 164,524 |
| <1 year | 1-2 years | 2-5 years | >5 years | Total | |
| At 30 April 2023 | £000 | £000 | £000 | £000 | £000 |
| Lease payments: | |||||
Total lease payments | 53,679 | 35,382 | 40,460 | 48,128 | 177,649 |
| Finance charges: | |||||
Total finance charges | (4,186) | (2,593) | (4,121) | (9,984) | (20,884) |
Net present values | 49,493 | 32,789 | 36,339 | 38,144 | 156,765 |
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21 Leases continued
As lessor
The revenue of the Group is principally generated from the hire of vehicles under operating lease arrangements. For the majority of vehicles hired, there is no minimum contracted rental period. The revenue of the Group
under these arrangements is as shown in the consolidated income statement. There are no contingent rentals recognised in income.
| 2024 | 2023 | |
| £000 | £000 | |
Interest rate derivatives | 104 | – |
| They are represented in the balance sheet as follows: | ||
Current derivative financial instrument asset | 104 | – |
| Weighted average fixed | Weighted average | ||
| Total nominal values | contract net pay rates | remaining life (years) | |
Euro interest rate swaps | €60,000,000 | 3.3% | 0.7 |
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| Accelerated capital | Revaluation of | Share based | Intangible | Other temporary | |||
| allowances | buildings | payments | assets | Losses | differences | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
At 1 May 2022 | 2,062 | 336 | (1,563) | 36,589 | (1,337) | (887) | 35,200 |
Acquisition | 771 | – | – | 1,203 | – | – | 1,974 |
Charge (credit) to the income statement | 18,723 | – | (348) | (4,270) | 1,026 | (1,553) | 13,578 |
(Credit) to equity | – | – | (1,680) | – | – | – | (1,680) |
Rate change | 1,736 | – | – | (1,553) | 148 | (17) | 314 |
Exchange differences | (39) | 16 | – | (1) | (8) | (105) | (137) |
At 30 April 2023 and 1 May 2023 | 23,253 | 352 | (3,591) | 31,968 | (171) | (2,562) | 49,249 |
Acquisition | – | – | – | 313 | – | – | 313 |
Charge (credit) to the income statement | 1,408 | – | 1,823 | (4,492) | 95 | 53 | (1,113) |
(Credit) charge to equity | – | – | (801) | – | – | 26 | (775) |
Exchange differences | 10 | (10) | – | 1 | – | 54 | 55 |
At 30 April 2024 | 24,671 | 342 | (2,569) | 27,790 | (76) | (2,429) | 47,729 |
| Total | |
| £000 | |
| At 30 April 2024 | |
Deferred tax assets | (1,878) |
Deferred tax liabilities | 49,607 |
Net deferred tax liabilities | 47,729 |
| At 30 April 2023 | |
Deferred tax assets | (2,061) |
Deferred tax liabilities | 51,310 |
Net deferred tax liabilities | 49,249 |
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Number of shares | £000 | |
At 1 May 2022, 30 April 2023 and at 30 April 2024 | 246,091,423 | 123,046 |
| £000 | |
At 1 May 2022, 30 April 2023 and at 30 April 2024 | 113,510 |
| £000 | |
At 1 May 2022 | (8,633) |
Exchange differences recognised in total comprehensive income | 5,948 |
30 April 2023 | (2,685) |
Exchange differences recognised in total comprehensive income | (4,074) |
30 April 2024 | (6,759) |
Notes to the consolidated financial statements continued
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Notes to the consolidated financial statements continued
27 Translation reserve and other reserves continued
| Capital redemption | Revaluation | Merger | Hedging | Other | Total other | |
| reserve | reserve | reserve | reserve | reserve | reserves | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
At 1 May 2022 | 40 | 1,101 | 6 7,4 6 3 | – | 261,831 | 330,435 |
Foreign exchange differences | – | 54 | – | – | – | 54 |
At 30 April 2023 | 40 | 1,155 | 67, 4 6 3 | – | 261,831 | 330,489 |
Foreign exchange differences | – | (33) | – | – | – | (33) |
Other comprehensive income (expense) | – | – | – | 78 | – | 78 |
At 30 April 2024 | 40 | 1,122 | 67,4 6 3 | 78 | 261,831 | 330,534 |
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28 Exceptional items
| 2024 | 2023 | |
| £000 | £000 | |
Impairment of goodwill | – | 5,009 |
Impairment of other intangibles | – | 8,482 |
Exceptional administrative expenses | – | 13,491 |
| 2024 | 2023 | |
| £000 | £000 | |
Impairment of NewLaw intangibles | – | 13,491 |
Exceptional administrative expenses | – | 13,491 |
Total exceptional items included within EBIT | – | 13,491 |
Total pre-tax exceptional items | – | 13,491 |
Tax credits relating to exceptional items | – | (2,065) |
Cash expenses | – | – |
Non-cash expenses | – | 13,491 |
Total pre-tax exceptional items | – | 13,491 |
Impairment of NewLaw
In the prior year, following a strategic business review, the carrying amount of assets relating to the NewLaw CGU was considered to be below its recoverable amount and therefore an impairment charge of £5,009,000 and
£8,482,000, for goodwill and other intangibles respectively, was recognised as an exceptional item in the consolidated income statement (see Note 12 and Note 13). The Group also reassessed the useful lives of property,
plant and equipment relating to the NewLaw CGU and determined that no change in the useful lives was required. In the current year, it was concluded that there were no indicators of additional impairment or reversal of
impairment of other non-current assets previously charged.
Amortisation on acquired intangible assets
Amortisation of acquired intangible assets of £18,563,000 (2023: £20,206,000) is not classified as an exceptional item as it is recurring. However, it is excluded from underlying results in order to provide a better comparison
of results between periods as the Group grows through a combination of organic and inorganic growth. The revenue and operating costs of these acquisitions are included within underlying results. Amortisation of intangible
assets of £1,398,000 (2023: £1,202,000) which does not relate to acquisitions is included within underlying profit.
Depreciation rate changes
The Group has adjusted the depreciation rates from 1 May 2022 on vehicles remaining on the fleet which were purchased before FY2021. This adjustment is explained further in the Financial review on pages 40 to 50. The
depreciation adjustment is a debit to the consolidated income statement of £17,000 (2023: credit of £46,546,000). This adjustment is not classified as an exceptional item, however, it is excluded from underlying results in
order to provide a better comparison of results between periods.
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Notes to the consolidated financial statements continued
29 Share based payments
The Group’s and Company’s various share incentive plans are explained in the Remuneration Report on pages 108 to 122.
All options granted under the DABP, MPSP, EPSP and EAB are nil cost options. Options granted under the SAYE Scheme have exercise prices ranging from £2.12 to £2.69.
The AESS scheme has been closed for new awards and all remaining matching shares vested during the year.
The Board may make discretionary awards of free shares to eligible employees. Employees must remain in employment of the Group during the vesting period of three years in order to receive the free shares.
The SAYE Scheme has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to either exercise options or withdraw their savings.
Details regarding the plans in the year ended 30 April 2024 are outlined below:
| DABP | Free shares | EPSP | SAYE | AESS | |||
| Number of | Number of | Number of | Number of | Number of | |||
| share options | free shares | share options | share options | matching shares | |||
At 1 May 2023 | 21,822 | 81 | 7,37 | 5 | 4,318,856 | 2,902,118 | 111,720 |
Granted during the year | – | 1,141,602 | 1,030,688 | 1,016,823 | – | ||
Exercised during the year | (8,226) | – | (2,548,287) | – | – | ||
Vested during the year | – | (4,234) | – | (1,330,193) | (102,007) | ||
Forfeited/lapsed during the year | (425) | (217,710) | (93,124) | (392,841) | (9,713) | ||
At 30 April 2024 | 13,171 | 1 ,737,033 | 2,708,133 | 2,195,907 | – | ||
Exercisable at the end of the year | 13,171 | – | 179,613 | 139,111 | – |
| DABP | Free Shares | EPSP | SAYE | AESS | |
| 2024 | 2024 | 2024 | 2024 | 2024 | |
Weighted average remaining contractual life at the end of the year | 1.8 years | 2.1 years | 8.2 years | 1.7 years | – |
Weighted average share price at the date of exercise of options in the year | £3.35 | £3.66 | £3.34 | £3.54 | – |
Date options granted during the year | Oct 2023 | Aug 2023 | Oct 2023 | ||
Aggregate estimated fair value of options at the date of grant | £2,113,000 | £2,382,000 | £807,000 | ||
| The inputs into the Black-Scholes/Monte Carlo model were as follows: | |||||
Weighted average share price | £3.23 | £3.46 | £3.23 | ||
Weighted average exercise price | £nil | £nil | £2.64 | ||
Expected volatility | 52.1% | 54.0% | 52.0% | ||
Expected life | 3 years | 3 years | 3 years | ||
Risk free rate | 4.4% | 4.5% | 4.4% | ||
Expected dividends | 6.7% | 6.7% | 6.7% |
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years.
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29 Share based payments continued
Details regarding the plans in the year ended 30 April 2023 are outlined below:
| DABP | MPSP | Free shares | EPSP | SAYE | AESS | |
| Number of | Number of | Number of | Number of | Number of | Number of | |
| share options | share options | free shares | share options | share options | matching shares | |
At 1 May 2022 | 39,133 | 9,406 | 148,960 | 3,735,627 | 2,351,244 | 222,257 |
Granted during the year | – | – | 863,500 | 925,504 | 1,468,754 | – |
Exercised during the year | (2,354) | – | – | (106,910) | – | – |
Vested during the year | – | (6,610) | (134,799) | – | (602,047) | (90,772) |
Forfeited/lapsed during the year | (14,957) | (2,796) | (60,286) | (235,365) | (315,833) | (19,765) |
At 30 April 2023 | 21,822 | – | 8 17,3 7 5 | 4,318,856 | 2,902,118 | 111,720 |
Exercisable at the end of the year | 21,822 | – | – | 88,632 | 5,352 | – |
| DABP | MPSP | Free Shares | EPSP | SAYE | AESS | |
| 2023 | 2023 | 2023 | 2023 | 2023 | 2023 | |
Weighted average remaining contractual life at the end of the year | 3.6 years | – | 2.6 years | 7.9 years | 1.5 years | 0.7 years |
Weighted average share price at the date of exercise of options in the year | £3.33 | £3.67 | £3.87 | £3.26 | £3.56 | £4.24 |
Date options granted during the year | Dec 2022 | Jul 2022 | Aug 2022 | |||
Aggregate estimated fair value of options at the date of grant | £2,017,000 | £2,382,000 | £1,973,000 | |||
| The inputs into the Black-Scholes/Monte Carlo model were as follows: | ||||||
Weighted average share price | £3.97 | £3.36 | £3.74 | |||
Weighted average exercise price | £nil | £nil | £2.69 | |||
Expected volatility | 113.5% | 74.9% | 75.0% | |||
Expected life | 3 years | 3 years | 3 years | |||
Risk free rate | 3.1% | 1.8% | 1.9% | |||
Expected dividends | 5.8% | 5.4% | 5.4% |
In addition, 102,517 options were awarded in the year under the EAB (2023: 98,348 options). These all vested immediately as there were no ongoing performance or service obligations and were valued based on the share
price at the grant date for each grant. The shares will be held in trust for the required three-year holding period.
Notes to the consolidated financial statements continued
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| As stated in Annual Report | As would be stated if | As would be stated if | |
| and financial statements | €0.20 increase | €0.20 decrease | |
| 2024 | £000 | £000 | £000 |
Profit before taxation | 162,103 | 151,179 | 177,571 |
Total equity | 1,043,397 | 1,036,549 | 1,053,069 |
| As stated in Annual Report | As would be stated if | As would be stated if | |
| and financial statements | €0.20 increase | €0.20 decrease | |
| 2023 | £000 | £000 | £000 |
Profit before taxation | 178,727 | 169,769 | 191,454 |
Total equity | 994,595 | 969,094 | 1,031,000 |
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30 Financial instruments continued
| As stated in Annual Report | As would be stated if | As would be stated if | |
| and financial statements | 1.0% increase | 1.0% decrease | |
| 2024 | £000 | £000 | £000 |
Profit before taxation | 162,103 | 159,555 | 164,651 |
Total equity | 1,043,397 | 1,041,486 | 1,045,308 |
| As stated in Annual Report | As would be stated if | As would be stated if | |
| and financial statements | 1.0% increase | 1.0% decrease | |
| 2023 | £000 | £000 | £000 |
Profit before taxation | 178,727 | 176,651 | 180,805 |
Total equity | 994,595 | 993,039 | 996,155 |
| Weighted average fixed | |||
| contract net pay rates | Total nominal values | Fair Value | |
| 2024 | 2024 | 2024 | |
| Outstanding receive floating pay fixed contracts | % | ’000 | £000 |
| Euro | |||
Within one year | 3.3 | €60,000 | 104 |
Notes to the consolidated financial statements continued
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30 Financial instruments continued
| Weighted average | <1 year | 2nd year | 3–5 years | >5 years | Total | |
| Group 2024 | effective interest rate | £000 | £000 | £000 | £000 | £000 |
Non-interest bearing | – | 227,824 | – | – | – | 227,824 |
Fixed interest rate instruments | 1.89% | 6,972 | 58,258 | 141,070 | 196,939 | 403,239 |
Variable interest rate instruments | 6.24% | 23,112 | 204,780 | 6,951 | – | 234,843 |
257,908 | 263,038 | 148,021 | 196,939 | 865,906 |
| Weighted average | <1 year | 2nd year | 3–5 years | >5 years | Total | |
| Group 2023 | effective interest rate | £000 | £000 | £000 | £000 | £000 |
Non-interest bearing | – | 1 67,0 42 | – | – | – | 16 7,042 |
Fixed interest rate instruments | 1.33% | 4,386 | 4,386 | 145,207 | 205,731 | 359,710 |
Variable interest rate instruments | 5.89% | 23,876 | 12,827 | 234,165 | – | 270,868 |
195,304 | 17,213 | 379,372 | 205,731 | 797,6 20 |
| Total | |
| 2024 | £000 |
| Assets | |
| Net settled: | |
Interest rate swaps | 198 |
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30 Financial instruments continued
| 2024 | 2023 | |
| £000 | £000 | |
| Trade receivables | ||
Trade receivables (maximum exposure to credit risk) | 159,540 | 140,866 |
Allowance for doubtful receivables | (24,219) | (24,589) |
135,321 | 116,277 | |
| Ageing of trade receivables not impaired | ||
Not overdue | 91,066 | 71,948 |
Past due not more than two months | 19,381 | 30,981 |
Past due more than two months but not more than four months | 8,197 | 6,613 |
Past due more than four months but not more than six months | 16,677 | 6,735 |
Tot al | 135,321 | 116,277 |
| 2024 | 2023 | |
| £000 | £000 | |
| Movement in the allowance for doubtful receivables | ||
At 1 May | 24,589 | 28,946 |
Impairment losses recognised | 12,162 | 11,822 |
Amounts written off as uncollectable | (9,692) | (13,957) |
Impaired losses reversed | (2,380) | (2,920) |
Exchange differences | (460) | 698 |
At 30 April | 24,219 | 24,589 |
Notes to the consolidated financial statements continued
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30 Financial instruments continued
Credit risk management continued
| 2024 | 2023 | |
| £000 | £000 | |
| Ageing of impaired trade receivables | ||
Not overdue | 814 | 1,252 |
Past due not more than two months | 1,229 | 1,196 |
Past due more than two months but not more than four months | 3,672 | 3,534 |
Past due more than four months but not more than six months | 972 | 879 |
Past due more than six months | 17,532 | 17,728 |
24,219 | 24,589 |
31 Related-party transactions
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Name | Company number+ | Registered office |
| Angel Assistance Limited | 03902646 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| Auxillis Limited | 02948256 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
Auxillis Services Limited * | 02686430 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| Blakedale Ltd | 03045741 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
| Cab Aid Limited | 05013600 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| Car Monster Limited | 03217696 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
Charged Electric Vehicles Limited | 12702971 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| FMG Finance Limited | 9347579 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| FMG Group Holdings Limited | 9341508 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
FMG Legal LLP * | OC378834 | Helmont House, Churchill Way, Cardiff, CF10 2HE |
FMG Repair Services Limited * | 05120241 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| FMG Support (FIM) Limited | 2658067 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| FMG Support (HO) Limited | 3576057 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| FMG Support (RRRM) Limited | 2762997 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| FMG Support Group Limited | 6489429 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| FMG Support Limited | 3813859 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| Fridgexpress (UK) Limited | 06554050 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
| Goode Durrant Administration Limited | 00059051 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
| GRG Public Resources Limited | 2946432 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
HAS Accident Management Solutions Limited *^ | 03198299 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| Helphire EBT Trustee Limited | 03852243 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
Notes to the consolidated financial statements continued
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Name | Company number+ | Registered office |
| Moco Group Limited (formerly ZIGUP Limited) | 9713395 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
NewLaw Legal Limited * | 07200038 | Helmont House, Churchill Way, Cardiff, CF10 2HE |
| NewLaw Trustees Limited | 08702402 | Helmont House, Churchill Way, Cardiff, CF10 2HE |
NG Finance Limited * | 00545062 (Ireland) | 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland |
| NLS Trustees Limited | SC427064 | 7th Floor Delta House, 50 West Nile Street, Glasgow, G1 2NP |
| Northgate (CB) Limited | 07233528 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
| Northgate (CB2) Limited | 07983969 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
| Northgate (Europe) Limited | 05932194 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate (Malta) Limited * | C39845 (Malta) | Office 1, Verdala Business Centre, LM Complex, Brewery Street, Mriehel, Birkirkara BKR3000, Malta |
Northgate (MT) Limited * | C39847 (Malta) | Office 1, Verdala Business Centre, LM Complex, Brewery Street, Mriehel, Birkirkara BKR3000, Malta |
Northgate España Renting Flexible S.A. * | (CIF) A-28659423 (Spain) | Avd Isaac Newton, 3 Parque Empresarial La Carpetania, 28906 Getafe, Madrid, Spain |
| Northgate Holdings Limited | 12366193 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Vehicle Hire (Ireland) Limited * | 00333586 (Ireland) | 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland |
Northgate Vehicle Hire Limited | 01434157 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
| Northgate Vehicle Sales Limited | 02337128 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Principia Law Limited * | 08305964 | Bowland House, Gadbrook Business Centre, Rudheath, Northwich, Cheshire, CW9 7TN |
| Recovery Management Services Limited | 2948091 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
| Redde Ltd | 03120010 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
| Total Accident Management Limited | 03156157 | Pinesgate, Lower Bristol Road, Bath, BA2 3DP |
32 Investments continued
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Company balance sheet
As at 30 April 2024
Note
2024
£000
2023
£000
Non-current assets
Investments 5 451,022 4 47,930
Deferred tax assets 6 2,694 3,749
Total non-current assets 453,716 451,679
Current assets
Receivables and contract assets 7 1,079,263 1,112,041
Derivative financial instrument assets 104 –
Cash and bank balances 37,108 2,160
Total current assets 1,116,475 1,114,201
Total assets 1,570,191 1,565,880
Current liabilities
Trade and other payables 8 266,690 338,786
Borrowings 9 838 –
Total current liabilities 267, 528 338,786
Net current assets 848,947 775,415
Non-current liabilities
Borrowings 9 559,964 5 3 7,71 2
Total non-current liabilities 559,964 5 3 7,7 1 2
Total liabilities 827,492 876,498
Net assets 742,699 689,382
Equity
Share capital 10 123,046 123,046
Share premium account 11 113,510 113,510
Treasury shares reserve 12 (67, 4 8 8) (60,420)
Other reserves 13 325,108 325,030
Retained earnings
At 1 May 188,216 148,005
Profit for the financial year 110,445 86,104
Other changes in retained earnings (50,138) (45,893)
At 30 April 248,523 188,216
Total equity 742,699 689,382
The financial statements on pages 190 to 201 were approved by the Board of Directors on 10 July 2024 and signed on its behalf by:
Philip Vincent
Chief Financial Officer
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Company statement of changes in equity
For the year ended 30 April 2024
Share capital and
share premium
1
£000
Treasury shares
reserve
2
£000
Other
reserves
3
£000
Retained
earnings
£000
Total
£000
Total equity at 1 May 2022 236,556 (7,4 93) 325,030 148,005 702,098
Group share options fair value charge – – – 4,647 4,647
Purchase of shares – (52,927) – – (52,927)
Dividends paid – – – (52,220) (52,220)
Deferred tax on share based payments recognised in equity – – – 1,680 1,680
Total comprehensive income – – – 86,104 86,104
Total equity at 30 April 2023 and 1 May 2023 236,556 (60,420) 325,030 188,216 689,382
Group share options fair value charge – – – 5,239 5,239
Purchase of shares – (24,878) – – (24,878)
Purchase of treasury shares – 17,81 0 – – 17, 810
Dividends paid – – – (56,178) (56,178)
Deferred tax on share based payments recognised in equity – – – 801 801
Total comprehensive income – – 78 110,445 110,523
Total equity at 30 April 2024 236,556 (67, 4 88) 325,108 248,523 742,699
1 Further details can be found within Notes 10 and 11.
2 Further details can be found within Note 12.
3 Other reserves comprise the other reserve, capital redemption reserve, hedging reserve and merger reserve, further details on Other reserves can be found within Note 13.
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Notes to the Company financial statements
1 General information
Basis of preparation
The ZIGUP plc Company balance sheet, Statement of changes in equity and related notes have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework, which applies the
recognition and measurement bases of IFRS with reduced disclosure requirements. The financial information has been prepared on an historical cost basis. The financial statements have been prepared on a going concern
basis. The functional currency of the Company and the presentation currency adopted is Sterling.
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2, “Share-based payment” (details of the number and weighted-average exercise prices of share options and how the fair value of goods or services received was determined)
• IFRS 7, “Financial Instruments: Disclosures”
• Paragraphs 91 to 99 of IFRS 13, “Fair value measurement” (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities)
• Paragraph 38 of IAS 1, “Presentation of financial statements” comparative information requirements in respect of:
i. paragraph 79(a)(iv) of IAS 1, “Presentation of financial statements”
ii. paragraph 73(e) of IAS 16, “Property, plant, and equipment”
iii. paragraph 118(e) of IAS 38, Intangible assets (reconciliations between the carrying amount at the beginning and end of the period)
The following paragraphs of IAS 1, “Presentation of financial statements”:
i. 10(d), (statement of cash flows)
ii. 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or
when it reclassifies items in its financial statements)
iii. 16 (statement of compliance with all IFRS)
iv. 38A (requirement for minimum of two primary statements, including cash flow statements)
v. 38B-D (additional comparative information)
vi. 40A-D (requirements for a third statement of financial position)
vii. 111 (cash flow statement information), and
viii. 134-136 (capital management disclosures)
• IAS 7, “Statement of cash flows”
• Paragraph 30 and 31 of IAS 8 “Accounting policies, changes in accounting estimates and errors” (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet
effective)
• Paragraph 17 of IAS 24, “Related party disclosures” (key management compensation)
• The requirements in IAS 24, “Related party disclosures” to disclose related party transactions entered into between two or more members of a group. All of the Parent Company’s intercompany transactions and balances
are with wholly-owned subsidiaries of the Group.
As permitted by section 408 of the Companies Act 2006, the income statement account of the Parent Company is not presented as part of these financial statements. The profit after tax for the year of the Parent Company
amounted to £110,445,000 (2023: £86,104,000).
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Notes to the Company financial statements continued
2 Material accounting policies of the Company
A summary of the material accounting policies is set out below. These accounting policies have been applied consistently.
Currency translation
The Company’s functional currency is Sterling. Transactions in currencies other than the functional currency are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities, including
amounts due from or to subsidiaries, denominated in currencies other than the functional currency (being Sterling) are retranslated at year end exchange rates. Gains and losses on retranslation are included in net income
statement for the year.
Revenue recognition
Dividends proposed by subsidiaries are recognised as income by the Company when they represent a present obligation of the subsidiaries, in the period in which they are formally approved for payment.
Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset’s net carrying amount.
Dividends payable
Dividends proposed are recognised when they represent a present obligation, in the period in which they are formally approved for payment. Accordingly, an interim dividend is recognised when paid and a final dividend is
recognised when approved by the Board of Directors.
Investments in subsidiaries
Investments in subsidiaries represent equity holdings in subsidiaries and long term amounts owed by subsidiaries. Such investments are valued at cost less any impairment provisions. Investments relating to equity
holdings in subsidiaries are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable; the recoverable amount of the investment is the higher of fair value less
costs of disposal and value in use. Investments relating to long term amounts owed by subsidiaries are reviewed to assess if a material expected credit loss provision is required in respect of these balances.
Liquid investments and cash and cash equivalents
Liquid investments represent highly liquid current asset investments such as term deposits and managed funds invested in high quality fixed income instruments. They do not meet the IAS 7 definition of cash and cash
equivalents, normally because even if readily accessible, the underlying investments have an average maturity profile greater than 90 days from the date first entered into, or because they are held primarily for investment
purposes rather than meeting short term cash commitments.
Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amounts of cash, and which are subject to insignificant risk of changes
in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. The cash balance is presented net of bank overdrafts which are repayable on demand. Cash and
cash equivalents have a maturity period of 90 days or less.
Borrowings
Interest-bearing loans and bank overdrafts are initially recorded at the proceeds received, net of direct issue costs. They are subsequently measured at amortised cost using the effective interest method, with interest
expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. Finance charges, including premiums payable on
settlement or redemption and direct issue costs, are accounted for on an accruals basis using the effective interest rate method.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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2 Material accounting policies of the Company continued
Hedge accounting
The Group uses derivative financial instruments to hedge its exposure to interest and foreign exchange rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group
does not hold nor issue derivative financial instruments for trading purposes.
Derivative financial instruments are stated at fair value. Any gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement except where derivatives qualify for hedge
accounting, where recognition of the resultant gain or loss depends on the nature of the items being hedged.
The fair value of interest rate derivatives is the estimated amount that the Group would receive or pay to terminate the derivative at the balance sheet date, taking into account current interest rates and the current
creditworthiness of the derivative counterparties.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income and the ineffective portion is recognised in the
consolidated income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to the income statement in the periods when the hedged item is recognised in the
income statement, in the same line of the consolidated income statement as the recognised hedged item.
However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and
included in the initial measurement of the cost of the non-financial asset or non-financial liability.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the consolidated income statement as they arise.
Hedge accounting for cash flow hedges is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the
hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to
the consolidated income statement as a net profit or loss for the period.
Changes in the fair value of derivative financial instruments that are designated, and effective as net investment hedges are recognised directly in equity and the ineffective portion is recognised in the consolidated income
statement. Exchange differences arising on the net investment hedges are transferred to the translation reserve.
No derivative assets and liabilities are offset.
Treasury shares
The Company makes open market purchases of its own shares in order to fund future investment. When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. The acquired shares are initially recognised at historical
cost and then at each reporting date, adjustments are made to write down the carrying value of own shares when, in the opinion of the Directors, there is a significant market value reduction. Treasury shares are transferred to
the own shares reserve at the weighted average cost of the purchase price paid for the shares.
Notes to the Company financial statements continued
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Notes to the Company financial statements continued
2 Material accounting policies of the Company continued
Employee share schemes and share based payments
The Company issues equity settled awards to certain employees of the Group.
Equity settled employee schemes, including employee share options and deferred annual bonuses, provide employees with the option to acquire shares of the Company. Employee share options and deferred annual
bonuses are generally subject to performance or service conditions.
The fair value of equity settled payments is measured at the date of grant and charged to the income statement over the period during which performance or service conditions are required to be met or immediately where no
performance or service criteria exist. The fair value of equity settled payments granted is measured using the Black–Scholes or the Monte Carlo model. At the end of each reporting period, the Company revises its estimate
of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to the original estimates, if any, in the income statement, with a
corresponding adjustment to equity.
The Company also operates a share incentive plan under which employees each have the option to purchase an amount of shares annually and receive an equivalent number of free shares. The Company recognises the
free shares as an expense evenly throughout the period over which the employees must remain in employment of the Company in order to receive the free shares.
The Company operates a share save scheme under which employees have the option to convert savings to shares at an agreed exercise price. The Company recognises the option value evenly over the savings period.
3 Significant accounting estimates and judgements
The Directors do not consider there to be critical accounting judgements or key sources of estimation uncertainty which could have a significant risk of causing a material adjustment to the carrying amounts of the
Company’s assets and liabilities within the next financial year. We have set out below the most significant judgements and estimates applied in the preparation of the Company’s balance sheet.
The most significant accounting judgement is whether there are impairment indicators in respect of the carrying value of the Company’s investments in subsidiaries and amounts due from subsidiary undertakings.
The most significant accounting estimate is whether a credit loss provision is required in respect of any of the Company’s receivable balances. Over 99% of the receivable balances relate to intercompany balances, primarily
with intermediary holding Companies which indirectly hold the Company’s investments in the operating Companies of the Group. There is not considered to be any significant risk of a relevant overstatement of these
carrying values. In assessing this, the Company has considered the cash and operating assets held by the relevant Group Companies and the level of earnings generated by the Group’s operations.
4 Staff costs
The average monthly number of employees was 45 (2023: 41), engaged in management and administrative activities.
2024
£000
2023
£000
Wages and salaries 7,19 9 6,672
Social security costs 1,273 1,273
Other pension costs 438 336
Share based payments 2,147 2,365
Staff costs 11,057 10,646
The above employee figures include remuneration paid to Directors, details of which are set out in the Remuneration Report.
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4 Staff costs continued
Shared payments expense
The Group’s and Company’s various share incentive plans are explained in the Remuneration report on pages 108 to 122 and in Note 29 of the Notes to the Group financial statements.
All options granted under the DABP, MPSP, EPSP and EAB are nil-cost options. Options granted under the SAYE Scheme have exercise prices ranging from £2.12 to £2.69.
The AESS scheme has been closed for new awards and all remaining matching shares vested during the year.
The Board may make discretionary awards of free shares to eligible employees. Employees must remain in employment of the Company during the vesting period of three years in order to receive the free shares.
The SAYE Scheme has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to either exercise options or withdraw their savings.
5 Investments
Investment
in subsidiary
undertakings
£000
Cost and carrying amount:
At 1 May 2022 445,600
Capital contribution 2,330
At 30 April 2023 and 1 May 2023 4 47,9 3 0
Capital contribution 3,092
At 30 April 2024 451,022
Subsidiary holdings, included in the Group financial statements for the year ended 30 April 2024, are shown in Note 32 of the Group financial statements. All of these subsidiary holdings are wholly-owned, unless otherwise
indicated in Note 32 of the Group financial statements. All operating subsidiaries’ results are included in the Group financial statements.
Notes to the Company financial statements continued
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6 Deferred tax assets
The following are the major deferred tax assets recognised by the Company and movements during the current and prior year:
Share based
payments
£000
Other temporary
differences
£000
Total
£000
At 1 May 2022 1,563 26 1,589
Credit to the income statement 348 132 480
Credit to equity 1,680 – 1,680
At 30 April 2023 and 1 May 2023 3,591 158 3,749
(Charge) to the income statement (1,823) (7) (1,830)
Credit to equity 801 (26) 775
At 30 April 2024 2,569 125 2,694
7 Receivables and contract assets
2024
£000
2023
£000
Amounts due from subsidiary undertakings 1,078,557 1,111,517
Other receivables and prepayments 706 524
1,079,263 1,112,041
Amounts due to subsidiary undertakings includes £970,740,000 (2023: £958,801,000) non-interest bearing and repayable on demand, a term loan repayable in June 2028 of £46,700,000 (2023: £152,716,000) which bears
interest at 1.95% above SONIA (2023: 1.95%) and £61,117,000 balance (2023: £nil) on a loan repayable in June 2028 which bears interest at a fixed rate of 5.95%.
8 Trade and other payables
2024
£000
2023
£000
Trade payables 41 120
Amounts due to subsidiary undertakings 258,957 330,558
Social security and other taxes 227 240
Accruals and deferred income 7,465 7,86 8
266,690 338,786
The Directors consider that the carrying amount of trade and other payables approximates to their fair value due to their short term nature.
Amounts due to subsidiary undertakings includes £121,318,000 (2023: £196,628,000) non-interest bearing and repayable on demand and a term loan repayable in June 2028 of £137,639,000 (2023: £133,930,000) which
bears interest at 1.95% above SONIA (2023: 1.95%).
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9 Borrowings
The Directors consider that the carrying amounts of the Company’s borrowings approximate to their fair value.
2024
£000
2023
£000
Bank loans and overdrafts 240,035 207,358
Loan notes 320,267 329,854
Cumulative preference shares 500 500
560,802 537,71 2
The borrowings are repayable as follows:
2024
£000
2023
£000
On demand or within one year (shown within current liabilities)
Bank loans and overdrafts 838 –
838 –
In the second year
Bank loans 243,811 –
243,811 –
In the third to fifth years
Bank loans – 213,818
Loan notes 128,217 132,075
128,217 345,893
Due after more than five years
Loan notes 192,325 198,113
Cumulative preference shares 500 500
192,825 198,613
Unamortised finance fees relating to the bank loans and loan notes (4,889) (6,794)
Total borrowings 560,802 537,71 2
Amounts due for settlement within one year (shown within current liabilities) (838) –
Amounts due for settlement after more than one year 559,964 537,712
Notes to the Company financial statements continued
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Notes to the Company financial statements continued
9 Borrowings continued
Bank loans and overdrafts
Bank loans and overdrafts are unsecured and bear interest at rates of 1.95% (2023: 0.95% to 1.95%) above the relevant interest rate index, being SONIA for Sterling denominated debt and EURIBOR for Euro denominated
debt, subject to a floor of 0%. Bank loans and overdraft facilities mature in November 2026.
Loan notes
The Company has £320,542,000 (2023: £330,188,000) of loan notes (gross of unamortised fees) which bear interest at a blended rate of 1.3% (2023: 1.3%). These are unsecured and are repayable in November 2027,
November 2029 and November 2031.
Cumulative preference shares
The cumulative preference shares of 50p each entitle the holder to receive a cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at either winding up or a repayment of
capital. The cumulative preference shares do not entitle the holders to any further or other participation in the profits or assets of the Company. These shares have no voting rights other than in exceptional circumstances.
The total number of authorised cumulative preference shares of 50p each is 1,300,000 (2023: 1,300,000), of which 1,000,000 (2023: 1,000,000) were allotted and fully paid at the balance sheet date.
10 Share capital
Number of shares £000
At 1 May 2022, 30 April 2023 and at 30 April 2024 246,091,423 123,046
The Company has one class of ordinary shares with a par value of 50p.
11 Share premium account
£000
At 1 May 2022, 30 April 2023 and at 30 April 2024 113,510
12 Treasury shares reserve
Movements on the treasury shares reserve are shown in the Statement of changes in equity, which can be seen on page 191. Further information on these reserves is given below:
Treasury shares reserve
The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Company. At 30 April 2024, the Company held 18,981,862 of the Company’s shares (2023: 16,877,571).
The total number of shares held in treasury represents 7.7% (2023: 6.9%) of the allotted and fully paid share capital of the Company.
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Notes to the Company financial statements continued
13 Other reserves
Capital
redemption reserve
£000
Merger reserve
£000
Hedging reserve
£000
Other reserve
£000
Total Other reserve
£000
At 1 May 2022 and at 30 April 2023 40 63,159 – 261,831 325,030
Change to comprehensive income – – 78 – 78
At 30 April 2024 40 63,159 78 261,831 325,108
The above shows the movements on the reserves classified as “Other reserves” on the Company’s Statement of changes in equity. Movements on the translation reserve are shown in the Statement of changes in equity,
which can be seen on page 191. Further information on certain of these reserves is given below:
Merger reserve
The merger reserve in the Company and Group arose from acquisitions in previous years.
Hedging reserve
The hedging reserve represents the cumulative amounts of changes in fair values of hedged interest rate derivatives that are deferred in equity, as explained in Note 2, less amounts transferred to the income statement and
other components of equity.
Other reserve
The other reserve represents the excess of the share price on the date of acquisition of Redde plc, 282p over the nominal share price of 50p. The share premium represents the excess of the share price of 251p at the time of
the sale of these shares over the nominal share price of 50p. The Company has recorded the premium for the issue of shares for this acquisition in other reserves in accordance with Section 612 of the Companies Act 2006 in
respect of merger relief.
14 Dividends
An interim dividend of 8.3p per ordinary share was paid in January 2024 (2023: 7.5p). The Directors propose a final dividend for the year ended 30 April 2024 of 17.5p per ordinary share (2023: 16.5p), which is subject to
approval at the AGM and has not been included as a liability as at 30 April 2024. Based upon the shares in issue at 30 April 2024 and excluding treasury shares and shares in employee trust where dividends are waived, this
equates to a final dividend payment of £39m (2023: £37m). No dividends have been paid between 30 April 2024 and the date of signing the financial statements.
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Notes to the Company financial statements continued
15 Related party transactions
Transactions with subsidiary undertakings
Transactions between the Company and its subsidiary undertakings, which are related parties, are £9,332,000 (2023: £6,173,000) interest payable, £8,769,000 (2023: £6,974,000) interest receivable and £10,013,000
(2023: £9,284,000) royalty charges receivable.
Balances with subsidiary undertakings at the balance sheet date are shown in Notes 7 and 8.
Transactions with other related parties
There were no transactions with other related parties in the current or prior years.
Remuneration of key management personnel
In the current and prior year, the Directors of the Company are determined to be the key management personnel of the Company. There are other senior managers in the Company who are able to influence the Company in
the achievement of its goals. However, in the opinion of the Directors, only the Directors of the Company have significant authority for planning, directing and controlling the activities of the Company.
In respect of the compensation of key management personnel, the short term employee benefits, post-employment (pension) benefits, termination benefits and details of share options granted are set out in the
Remuneration report on pages 108 to 122.
The fair value charged to the income statement in respect of equity settled share based payment transactions with the Directors is £1,644,000 (2023: £1,799,000). There are no other long term benefits accruing to key
management personnel, other than as set out in the Remuneration report.
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Glossary
Term Definition
1.5 degree world A term used in the Paris Agreement to target a 1.5 degree celsius reduction in the
world’s surface temperature compared to pre-industrial levels
AEDIVE A trade association in Spain representing companies engaged in vehicle rental,
leasing and fleet management
AGM Annual general meeting of the Company
Annual report on
remuneration
That section of the Remuneration report which is subject to an advisory
shareholder vote
Average capital
employed
A two-point average of capital employed at last day of the current and previous
financial years
Auxillis A business within the Claims and Services operating segment providing fault and
non-fault accident management assistance and related services
B2B Non-consumer related business activity
B2C Consumer related business activity
Blakedale A business within the UK&I Rental operating segment providing specialist traffic
management services
BVRLA A UK trade association representing companies engaged in vehicle rental,
leasing and fleet management
Capex Capital expenditure
Capital employed Net assets excluding net debt, acquired goodwill and acquired intangible assets,
and the adjustment to net book values for changes to depreciation rates which
have not been reflected in underlying results
CEO Chief Executive Officer
CFO Chief Financial Officer
ChargedEV A business within the UK&I Rental operating segment providing EV charging and
solar infrastructure and solutions
Claims & Services The Claims & Services operating segment representing the insurance claims
and services part of the Group providing a range of mobility solutions (previously
called Redde)
Contract hire A vehicle lease accounted for under IFRS 16 (Leases), where the funder retains
the legal ownership of the vehicle and the residual value risk
DABP Deferred Annual Bonus Plan, a senior management share award scheme
Term Definition
Defra Department for Environment, Food & Rural Affairs: A UK government department
Disposal profit(s) This is a non-GAAP measure used to describe the adjustment in the depreciation
charge made in the year for vehicles sold at an amount different to their net book
value at the date of sale (net of attributable selling costs)
Drive to Zero A Group project related to the Group’s targets to reduce emissions
e-LCV(s) Electrically powered LCV(s)
EAB Executive Annual Bonus scheme, a senior management share award scheme
e-auction The part of the Group which generates vehicles sales revenue through the
Group’s online sales platforms
EBIT Earnings before interest and taxation. Underlying unless otherwise stated
EBITDA Earnings before interest, taxation, depreciation and amortisation
ED&I Equality, diversity and inclusion in the workplace
EPS Basic earnings per share. Underlying unless otherwise stated
EPSP Executive Performance Share Plan, a senior management share award scheme
ESG Environmental, social and governance
EV(s) Electrically powered vehicle(s)
Facility headroom Calculated as facilities of £826m less net borrowings of £582m. Net borrowings
represent net debt of £742m excluding lease liabilities of £165m and unamortised
arrangement fees of £5m and are stated after the deduction of £40m of cash
balances which are available to offset against borrowings
FCA Financial Conduct Authority, a UK regulatory body
FENEVAL A Spanish trade association representing companies engaged in vehicle rental,
leasing and fleet management
Fleet assets Referring to the net book value of vehicles for hire
Free Shares Part of the SIP and also including international awards of free shares to
Group employees
FMG A business within the Claims & Services operating segment providing fleet
management services
FMG RS A business within the Claims & Services operating segment providing vehicle
repair services
FRC Financial Reporting Council, a UK regulatory body
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Term Definition
Free cash flow Net cash generated after principal lease payments and before the payment of
dividends and payments to acquire treasury shares
FridgeXpress A business within the UK&I Rental operating segment providing specialist
temperature-controlled vehicle services, introduced into the Group following the
acquisition of Fridgexpress (UK) Limited
FTSE The Financial Times Stock Exchange: the UK based index for global equity
markets
FY2021 The year ended 30 April 2021
FY2022 The year ended 30 April 2022
FY2023 The year ended 30 April 2023
FY2024 The year ended 30 April 2024
FY2025 The year ending 30 April 2025
FY2026 The year ending 30 April 2026
FY2027 The year ending 30 April 2027
GAAP Generally Accepted Accounting Practice: meaning compliance with IFRS
Gearing Calculated as net debt divided by net tangible assets
GHG Greenhouse gas
Green NCAP’s Life
Cycle Assessment
methodology
A method used to estimate the overall environmental impact of a vehicle
over its lifecycle
Growth capex Growth capex represents the cash consumed in order to grow the total owned
rental fleet or the cash generated if the fleet size is reduced in periods of
contraction
HMRC The UK tax authority
ICE vehicles Vehicles powered by an internal combustion engine
IEA The International Energy Agency providing data analysis and solutions on all
fuels and technologies
IFRS International Reporting Standards, as adopted in the UK
IMI The professional association for individuals working in the UK motor industry
Term Definition
Income from associates The Group’s share of net profit of associates accounted for using the equity
method
KPIs Key performance indicators
LCV Light commercial vehicle: the official term used within the European Union for
a commercial carrier vehicle with a gross vehicle weight of not more than 3.5
tonnes
Lease principal
payments
Principal payments on leases recognised under IFRS 16 (Leases)
Listing Rules The Listing Rules of the FCA
LTIP Long term incentive plan, including the EPSP
M&A Referring to inorganic growth/growth opportunities
MPSP Management Performance Share Plan, a senior management share award
scheme (closed to new awards from 2013)
Net replacement capex Net capital expenditure other than that defined as growth capex
Net zero As defined under The Paris Agreement, a legally binding international treaty on
climate change
NewLaw A business within the Claims & Services operating segment providing legal
services
Net tangible assets Net assets less goodwill and other intangible assets
NGO Non-governmental organisation: a not for profit organisation, not controlled by a
government
Non-GAAP A financial metric used which is not defined under GAAP
Non-ICE vehicles Vehicles not powered by an internal combustion engine
Northgate UK The UK based vehicle rental business, part of the UK&I Rental operating segment
Spain Rental The Spain Rental operating segment located in Spain and providing commercial
vehicle hire and ancillary services (previously called Northgate Spain)
NPS Net promoter score: a measure used to gauge customer satisfaction
OEM(s) Original equipment manufacturer(s): a reference to our vehicle suppliers
PBT Profit before taxation. Underlying unless otherwise stated
Glossary continued
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Glossary continued
Term Definition
PPU Profit per unit/loss per unit – this is a non-GAAP measure used to describe
disposals profits (as defined), divided by the number of vehicles sold
PwC PricewaterhouseCoopers LLP
Rental margin Calculated as rental profit divided by revenue (excluding vehicle sales)
Rental profit(s) EBIT excluding disposal profits
ROCE Underlying return on capital employed: calculated as underlying EBIT (see GAAP
reconciliation) divided by average capital employed
RTA Road Traffic Accident: a term used in the insurance industry for vehicle accidents
Section 172 Referring to Section 172 of the Companies Act 2006
SAYE The Company’s all employee share saving scheme
SECR Streamlined Energy & Carbon Reporting
SIP The Company’s HMRC-approved share incentive plan, including the All
Employee Share Scheme (AESS) and the YourShare/Free Shares programme
SIMI The official voice of the motor industry in Ireland
Spain Referring to the Spain Rental operating segment
SMEs Small or medium sized businesses
SMMT A UK trade association in the automotive sector
SONIA An interest rate benchmark reference rate for Sterling
Steady state cash
generation
EBITDA less net replacement capex and lease principal payments
TCFD The Task Force on Climate-related Financial Disclosures
The Code The UK Corporate Governance Code
The Company ZIGUP plc (formerly Redde Northgate plc)
The Group The Company and its subsidiaries
Trustpilot An independent digital platform for consumers to share experiences of
interactions with businesses
UK&I Referring to the UK&I Rental operating segment
Term Definition
UK&I Rental The UK&I Rental operating segment located in the United Kingdom and the
Republic of Ireland providing commercial vehicle hire and ancillary services
(previously called Northgate UK&I)
Underlying free cash
flow
Free cash flow excluding growth capex
Utilisation Calculated as the average number of vehicles on hire divided by average rentable
fleet in any period
Van Monster A trading name used within the UK&I Rental operating business, when selling
used vehicles to business and retail customers
VOH Vehicles on hire. Average unless otherwise stated
YourShare Part of the SIP
ZEV mandate The Zero Emissions Vehicle mandate: a legal framework introduced by the UK
government to increase the proportion of zero emission vehicles sold in the UK
ZIGUP The Group
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Shareholder information
Classification
Information concerning day to day movements in the price of the Company’s ordinary shares can be found
on the Company’s website at: www.zigup.com
The Company’s listing symbol on the London Stock Exchange is ZIG.
The Company’s joint corporate brokers are Barclays Bank plc and Numis Securities Limited and the
Company’s ordinary shares are traded on the Stock Exchange Trading system for Money Market, (SETSmm).
The Company is registered in England and Wales.
Company number 00053171.
Financial calendar
December
Publication of interim statement
January
Payment of interim dividend
July
Announcement of year end results
Report and financial statements available to shareholders
September
AGM
Payment of final dividend
Secretary and registered office
Company Secretary
Tel: 01325 467558
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Tel: 0371 664 0391
Calls are charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable international rate.
Company contact details
ZIGUP plc
Northgate Centre
Lingfield Way
Darlington
DL1 4PZ
Tel: 01325 467558
www.zigup.com
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ZIGUP plc
Northgate Centre
Lingfield Way
Darlington
DL1 4PZ
www.zigup.com